Agency Agreement

This Agency Agreement set out the relationship between a company aiming to sell its products in Catalonia, and an independent Commercial Agent. Is governed by Catalan Law being basically similar in all the countries of the European Union.

Appearing

Mr. [•], of full legal age, Tax Identity Number (NIF) [•], acting in his own name, domiciled at [•] (the Agent).

Mr [•], holder of passport of [•] nationality [•], acting in the name and representation of [•] (the Company), domiciled at [•], Tax Identity Number (NIF) [•] (the Company).

Both parties have full legal capacity to execute this agreement and

State

1. The Company wants to increase and promote sales of its products in the territory defined below, exclusively to the customers nominated on exhibit 1.
2. The Agent is interested in promoting sales in interest of the Company.

CLAUSES

1. Agency Agreement

The Company entrusts to the Agent the promotion of the sale of its products to nominated customers within the territory and under the conditions specified in this agreement, and the Agent, as an independent intermediary, accepts the position.

2. Products

The products are all the Company's current ones and other that may sell in the future.

3. Territory

Catalonia, Spain, Portugal and Andorra's Principality.

4. Duration of the Agreement

The duration of the present agreement is one year. The term shall be automatically extended, in month by month basis, for a further 6 months, unless one of the parties notifies the other 15 days prior to the conclusion of the initial period or of any of its extensions, its wish to terminate it.

5. Independence of the Agent

The Agent must act at all times as an independent broker and cannot engage the Company, in any way, nor enter into any undertaking on its behalf, nor represent it legally, except in cases previosuly accepted by the Company.

6. Obligations of the Agent

The Agent shall:

• 6.1.Promote and manage the sale of the products referred to in the present agreement undertaking to comply with the conditions which the Company has established regarding price, supply and service, and under no circumstances offering different conditions.
• 6.2. Regularly inform on the state and evolution of the operations achieved through his mediation, as well as the perspectives regarding the sale of products and the general evolution of the market within the territory.
• 6.3. Receive and immediately transmit to the Company any complaint received from customers within the territory.
• 6.4. Not to disclose any confidential information received from the Company, or any commercial or technical knowledge regarding the products or industrial processes obtained from the company by means of this agreeement. The breach of this obligation entitles the Company to be compensated for any damage caused.
• 6.5. Carry out debt collection procedures, in cases of non-payment.
• 6.6. Sell no less than £[•] monthly. This target will be updated annually, whenever the duration of the agreement is extended.
• 6.7. Fulfil any other commitment arising from this agreement.

7. Obligations of the Company

The Company shall:

• 7.1. Provide the Agen with the appropriate information with regard to the products, as well as catalogues, price lists and other documents, which allow him to perform his professional duty.
• 7.2. Pay the Agent the amount of remuneration referred to in clause 9.
• 7.3. Fulfil any other commitment deriving from this agreement.

8. Non Competition Covenant

The Agent undertakes no to act, before the nominated customers, in interest or in behalf of Company's competitors.

9. Remuneration

The Agent's remuneration shall be a commission, applied to the net price of the products effectively sold and paid, for each operation obtained through his mediation, excluding VAT and any expenses, taxes and any other items indicated in the corresponding invoice or invoices. The commission shall be accrued at the moment when the customer has paid for the products, but may, in some cases and at the suppliers discretion, be paid on account in advance of payment by the customer. The payment of the commissions due to the Agent shall be made monthly, during the week subsequent to the end of each calendar month, upon presentation by the Agent of the invoice. The commission rate for the year [•] is set at [•]% [•], per cent) except in case of new projects, where the percentage will be nominally [•], % but will be negotiated between the Agent and the Company.

10. Expiry

The agreement shall expire once the initial term or any extension has concluded, and provided that prior notice, as referred to in clause 4, has been given.

The agreement may be terminated also when:

• 10.1. One of the parties breach the obligations assumed under this agreement. In this event, the other party may terminate the agreement or ask for the fulfilment of the obligation, even in Court.
• 10.2. The Agent don't fulfil the seal targets set in clause 6, with 15 days prior notice.
• 10.3. Any of the parties is declared bankrupt or its assets are utterly or partially seized.

11. Effects of Termination

Should the agreement be terminated, the parties shall immediately:

• 11.1. Upon request of the Company, the Agent shall make all the products stocked in his warehouses available to the persons appointed by the Company.
• 11.2. Any breach of the obligations deriving from this agreement shall oblige the breaching party to pay compensation for any damages caused by the breach.

12. Applicable law

This agreement shall be governed under the laws applicable in Catalonia and, specialyy, by the Spanish Kingdom Law 12/1992, of May 27th, which regulates the agency agreement.

13. Jurisdiction and competence

In case of doubt, question or divergence which may come about in the interpretation or fulfilment of the agreement, both parties submits any claim to the Court of the Agent's domicile.