SALES AGENCY AGREEMENT

THIS AGREEMENT is made by and between:

HIRUN INTERNATIONAL CO., LTD. Hawing the main office at No. 7, Lane
275, Chienkug East Road, Changhug City, Taiwan, hereby represented
by Mr. Agostino Marioni in his quality of Chairman of the Board of
Directors of the Company (hereinafter "HIRUN");
-on one side
and
[_____] a corporation organized and existing under the laws of [_____]
with registered office in [_____], hereby represented by [_____] in his
quality of [_____] of the Company, duly endowed with all the necessary
powers (hereinafter "Agent");
- on the other side
RECITALS
(a)
HIRUN designs, develops, manufactures and sells worldwide the
products set out in Schedule n. 1 hereto (hereafter "Products");
(b)
HIRUN wishes to increase the sales of the Products in the
Territory as hereinafter determined;
(c) the Agent has an accurate technical, financial and commercial
qualification and the
adequate structures, expertise and the
necessary know-how to for promoting the selling of the Products in
the Territory as hereinafter determined;
(d) the Agent is interested to act as an agent of HIRUN and therefore
to have the exclusivity right to promote the selling of the Products
in the Territory as hereinafter determined;
(e) HIRUN is willing to grant to the Agent the right to act as HIRUNs
agent and therefore to give to the Agent's organization the right to
promote the selling of the Products in the Territory to Customers,
according to the terms and the conditions herein specified in this
sales agency agreement (hereinafter Agreement).
All that being stated, that must be considered integral and substantial
part of the Agreement, whereby it is agreed as follows:
ARTICLE (1) - DEFINITIONS
1. In addition to the words and expressions otherwise listed
hereinafter the words and expressions listed hereinafter have the
meaning specified for each of them, unless the context otherwise
requires:
1.1Territory: Territory means the territories subject to the
sovereignty of .;
Romania, Serbia, Hungary
1.2Products: means all the products set out in schedule No.1
hereto as well as the necessary services to complete their supply
to the Customers;
1.3Customers:
Means
all
persons,
including
individuals,
partnerships,
associations,
bodies
corporate,
trustees,

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executors, administrators or legal representatives, who will buy

the Products from HIRUN (provided that the final destination of
the Products be located within the Territory);
1.4Third Parties: means the dealers who are neither controlled
nor connected with HIRUN or the Agent (depending on the
context);
1.5To Assist and/or Assistance: means the activity that the
agent will perform in order to allow HIRUN to carry out the
supply of the Products and/or to execute the connected services
in the concrete context of the Territory (also with reference to
the contacts with the political and/or administrative authorities,
as well as with the authorities anyhow in charge of the
construction supervision, Products quality control, terms
settlement, reckoning of work progresses, partial and final
testiness and whatever else); this activity will exclusively be
commercial and of public relations, and it will consists of
cultivating
and
maintaining
commercial
contacts
and
relationships with the Customers, being of exclusive competence
of HIRUN, apart from any decision concerning the reckoning of
work progresses and/or the participation, acceptance and
underwriting of the test reports.
1.6. Contracts: the contracts entered into between HIRUN and
the Customers as a result of the promotional activity carried out
by the Agent or, anyway, in the Territory according to the
Agreement.
ARTICLE (2) - THE AGENTS DUTIES
2.1. The Agent undertakes to use its best endeavours to promote
the sales of the Products in the Territory to the Customers and
sales of the Products in the Territory and to Assist HIRUN during
the performance of the Contracts in the Territory.
2.2. For this purpose the Agent shall:
a)visit the Customers, subject to the marketing policies and/or any
directions of HIRUN;
b)promote the sale of the Products throughout the Territory and shall
provide such facilities, services and staff in that connection as may
be necessary to meet actual and potential Customer requirements;
c) acquire prospective Customers in order to propose them to HIRUN;
d)transmit to HIRUN the terms according to which any offer will be
drafted;
e)keep HIRUN fully informed of all relevant matters in relation to the
sale of the Products in the Territory;
f) Assist HIRUNs that should go into the Territory in order to enter
into Contracts or to keep up with their performance and/or the
Products testing, or the reckoning of work progresses, price
revisions and whatever else;
g)provide adequate staff and sales representatives available at all
reasonable times to deal efficiently with sales enquiries;
h)take out and maintain any relevant liability insurances.
i) advise HIRUN of all of all statutory and governmental provisions
and regulations concerning the Products within the Territory

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j) inform HIRUN about any claims of which the Agent becomes aware
relating to the Products and, in the event of any claims being made
against HIRUN by any third party in relation to any of the Products.
The Agent shall provide all reasonable assistance to HIRUN in
defending the claims.
2.3. The Agent does not have in any case the power to act in the
name and behalf of HIRUN; among other things consequently the Agent cannot enter into Contracts, collect sums, accept
reckonings, test reports, price revisions, and so on from the
Customers. HIRUN has the right to refuse any orders arranged by
the Agent, but will inform the Agent within a reasonable period
of any such refusal.
2.4. The Agent whilst promoting the sales, shall keep to the prices
set out in the price-lists in force at the moment of the conclusion
of the contract, keeping into consideration the DISCOUNTS and
COMMISSIONS table set in Schedule No. 2.
2.5. The Agent shall in all correspondence and other dealings
relating directly or indirectly to the sale or other dispositions of
the Products be entitled to describe itself as the authorised
Agent of HIRUN for the Products in the Territory.
ARTICLE (3) - THE AGENTS REMUNERATION
3.1. Any commission payable to the Agent under this clause is
considered to have been earned when effective payment has
reached HIRUN. Such commission, at the relevant percentage or
percentages set out in the DISCOUNTS and COMMISSIONS
table (Schedule No. 2 hereto), will be calculated upon the net
invoice price (FOB port of shipment), of the Products and the
connected services.
3.2, This commission includes any expenses incurred by the Agent,
who (except where otherwise agreed from time to time) shall not
be entitled to any additional indemnity besides the commission
as hereinbefore agreed.
3.3. Commissions earned pursuant to clause 3.1 shall become due
and payable on the 30 June and the 31 December of each year
following the dates upon which effective payment has reached
HIRUN.
ARTICLE (4) - EXCLUSIVITY
4.1. The Agent undertakes not to promote directly or indirectly or
by means of a third party (private or corporate), in the Territory,
the sale of products which would or could compete or in any way
interfere with the sale of the Products, nor-in any case-assist or
commercially advice, directly or indirectly or by means of a third
party (private or corporate), in the marketing or promotion of
products which would or could compete with the Products.
4.2. HIRUN shall not make use of the co-operation of Third Parties
to promote the sale of the Products in the Territory, nor effect
sales directly.
4.3. For the purpose of this clause:

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(i)

the Products subject of a Contract made directly with

Customers with domicile or registered office in the Territory
shall be deemed as intended for sale in the Territory shall be
deemed as intended for sale in the Territory, even if the delivery
and the final destination of the Products is made to a locality
out of the Territory;
(ii) the Products which, though intended for delivery in the
Territory, are subject of a contract made with Customers with
domicile or registered office outside the Territory and/or
subject of supply agreed with (or in the context of) joint
ventures or syndicated companies which, even if with the
office outside the Territory, are established by dealers who
have the registered
office (or the principal place of
business) outside the Territory, shall not be deemed (except
where otherwise agreed from time to time) as intended for
sale in the Territory.
4.4. If HIRUN will enter into Contracts in the Territory directly or by
means of Third Parties, the Agent shall be entitled to get the
commission pursuant to clause 3.
4.5. It is prohibited to the Agent to enter into Contracts outside the
Territory.
ARTICLE (5) - DURATION and TERMINATION
5.1. This Agreement shall come into force on the date hereof and
shall run for the period of 31 (onethree) years. Upon its expiry,
where none of the parties has given to the other not less than
three months prior notice in writing, this Agreement shall be
deemed as automatically renewed for 1 (one) more year and so on.
5.2. This Agreement may be immediately and automatically
terminated, upon the occurrence of one or more of the following
events:
(a) the breach of the Agent of clauses 2 (Duties of the Agent),
4.1 (Exclusivity), 7 (Confidentiality), 9 (Business Target) or 12
(Trademarks);
(b) if the Agent company shall become bankrupt or be wound-up,
sold, merged or shall undergo a conversion of its business; or
(c) upon criminal charges or management changes of the Agent.
Should one or more of the abovementioned events occurred,
HIRUN will have the right to terminate the Agreement by simply
noticing the termination and the relevant event to the Agent.
5.3. The Agent shall not be entitled to any indemnity in case of
termination or expiry of this Agreement.
ARTICLE (6) - AGREEMENT PERFORMANCE RULES
6.1. In the performance of this Agreement, the Agent can make use
of the co-operation of finders, sub-agents and consultants; their
remuneration shall be paid by the Agent, unless otherwise
expressly provided for.
6.2. HIRUN shall evaluate the favourableness of being present at
fairs and exhibitions which-in or outside the Territory- shall be

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pointed out by the Agent as necessary to the promotion of

exports.
6.3. HIRUN undertakes to supply any technical assistance to the
commercial negotiations of the Agent, on condition that it has
been requested with reasonable notice
6.4. HIRUN undertakes to keep the Agent informed of all technical
changes which will be made to their realisation, that it will be
possible to keep always up-to-date the promotion of the
Contracts
6.5. HIRUN shall promptly refer to the Agent all problems of any
kind incurred by the Products about which HIRUN gets to know
from its customers, so that the negotiations and the promotions
can proceed with awareness of the Products concrete technical
suitability for the requirements of the Customers.
ARTICLE (7) - CONFIDENTIALITY
7.1. The Agent undertakes not to disclose to third parties, not even
after the termination of this Agreement, all information and data
about the manufacture and the marketing of the Products,
information and data which shall be deemed to be kept in any
case strictly confidential.
ARTICLE (8) - FINANCIAL PROVISIONS
8.1. Unless otherwise provided by irrevocable provisions of law, the
stamp duty, the tax stamp and any other indirect tax eventually
imposed on this Agreement shall be paid by the Agent.
ARTICLE (9) BUSINESSTARGET
9.1. The Agent undertakes to promote for the first year the
minimum sale of a total of 500.000,00 [_fivehundredthousands____]
worth of Products (hereinafter Minimum Promoted Sales);
moreover, starting from the second contractual year and for each
further contractual year, the parties shall agree on the Minimum
Promoted Sales obligation for the following contractual year.
Should the parties not enter into any agreement on this respect,
the Minimum Promoted Sales obligation for the year shall be the
preceding year minimum quantity, with a [_twenty____] 20 %
increase.
9.2. Should this Minimum Promoted Sales, at the end of the first or
the following years, not be reached, HIRUN may terminate the
Agreement after the end of the year for which the Agent failed to
attain the sales amount, by .
ARTICLE (10) - MISCELLANEOUS
10.1.Any amendment to the Agreement will not be effective and
binding if not proved with an instrument in writing signed by
the party against which it is called on.
10.2.Any notice, claims or notification hereto shall be in form of a
document in writing and shall have effect only upon its receipt
by the addressee; all such communications shall be made

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(i)

to HIRUN at the following address:

HIRUN INTERNATIONAL CO., LTD.
No. 7, Lane 275, Chienkug East Road,
Changhug City, Taiwan

(ii)

to the Agent to the following address:

[_____________________]

or such different address or fax No that each party will

communicate to the other pursuant to clause 10 after the
completion date of the Agreement.
10.3.The tolerance, if any, of one party to the behaviour of the other
resulting in a breach of the Agreement shall not be construed
as a waiver or relinquishment of the violated rights, nor of the
right to demand the exact performance of the Agreement.
10.4.Nothing in this Agreement shall create, or be deemed to
create, a partnership or the relationship of employer and
employee between the parties.
14.5 This Agreement represents the entire agreement between the
parties and supersedes all previous agreements between them.
10.6 Should one or more of the clauses of this Agreement be
considered invalid, illegal or ineffective for any reason, such
invalidity, illegality or ineffectiveness shall not be of prejudice
for validity, legality or effectiveness of all the other clauses. In
such cases parties shall agree on the substitution of those
clauses with new valid clauses achieving the same results.
10.7 Both the premises and the clauses of this Agreement have been
negotiated and established by the parties in full agreement.
10.8 The Agent shall not assign the Agreement without the previous
written consent of HIRUN. Pursuant to this Article 10.8, the
assignment or the transfer of the majority of the capital stock of
the Agent, shall be considered as an assignment of this
Agreement.
ARTICLE (11) APPLICABLE LAW AND JURISDICTION
11.1.This Agreement and the rights and obligations and relations of
the parties hereto shall be governed by and construed in
accordance with the laws of the Republic of China (Taiwan).
11.2.The Court of Taipei (R. O. C.) shall have exclusive jurisdiction to
entertain any action or other legal proceedings based on any
provisions of this Agreement, including its application,
performance and interpretation.
ARTICLE (12) - TRADEMARKS
12.1
The Agent acknowledges that any and all of the
trademarks, trade secrets patents and other intellectual or
industrial property rights embodied in the Products (hereinafter
the Trademarks) are the sole property of HIRUN.
12.2 The Agent undertakes to use such Trademarks only with the
written prior authorisation of HIRUN and for the exclusive
purpose of identifying and marketing the Products in the

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12.3

12.4

12.5
12.6

Territory during the validity of this Agreement and in accordance

with the instructions of HIRUN.
The Trademarks shall not be displayed in the Agents sign,
companys name or companys trademarks, nor in words
combination. In performing this Agreement, the Agent shall act
in such a way to safeguard and increase the Trademarks
commercial reputation and image of HIRUN.
The Agent acknowledges the validity of the already filed patents
and the validity of the patents to be filed in the future by HIRUN
with regards to the Products and undertakes not to infringe
HIRUNs patents exclusive rights. In particular, the Agent shall
not file nor allow others to file Trademarks, names and
distinctive signs of HIRUN within the Territory or elsewhere nor
to file or to allow others to file Trademarks, names and
distinctive signs similar to those of HIRUN unless authorized in
writing by HIRUN.
The Agent shall give notice to HIRUN, within 10 days from its
discovery, of any breach of Trademarks and patents rights and
any other unfair competition practice.
The protection, within the Territory of the Trademarks as well as
against any imitation of the Products by third parties and any
other unfair competition practice, shall be carried out solely by
HIRUN who shall bear all expenses and shall take advantage of
all economical utilities deriving from the eventual condemnation
of the third party.

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ARTICLE (13) - ENTRY INTO FORCE

13.1. This Agreement shall come into force upon its signing by the
parties.
LIST OF SCHEDULES
SCHEDULE 1
Product List
HISLIDE - Sliding pendulum isolators
HDRB High Damping Rubber bearings
LRB Lead Rubber Bearings
HIFLUID LUD Lock-up devices
HIFLUID VDD Viscous damping devices
HIFLOW - Structural spherical bearings
HIPOT Structural Pot bearings
SCHEDULE 2

COMMISSIONS and DISCOUNTS

The commissions will be determined case by case

Signed in :::::::::::::::::: on [______] by the duly authorised signatories of
the parties hereto.
For and on behalf of HIRUN S.p.A. INTERNATIONAL Co. Ltd.
[__________________________]
For and on behalf of the Agent
[__________________________]

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