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Cooperation Agreement and Synergy

Contents
Cooperation Agreement and Synergy ...................................................................................................... 1
Clause 1: Parties .................................................................................................................................. 2
Clause 2: Subject of the contract .......................................................................................................... 2
Provision: ......................................................................................................................................... 2
Clause 3: Period of the contract ........................................................................................................... 2
Clause 4: Price and terms of payment .................................................................................................. 2
Clause 5: Proper performance guaranty: .............................................................................................. 2
Clause 6: Commission .......................................................................................................................... 2
Clause 7: Product type ......................................................................................................................... 2
Clause 8: Exclusive agency ................................................................................................................... 2
Clause 9: Change of conditions ............................................................................................................ 2
Clause 10: Act of God ........................................................................................................................... 3
Clause 11: Dominant regulation ........................................................................................................... 3
Clause 12: Problem solving .................................................................................................................. 3
Clause 13: Opposition between the contract and regulations............................................................... 3
Clause 14: The contract validity............................................................................................................ 3
Clause 15: Rights preserve ................................................................................................................... 3
Clause 16: The contract language......................................................................................................... 3
Clause 17: The contract͛s parties address ............................................................................................. 3
Clause 18: The contract͛s attachments ................................................................................................. 3
Clause 1: Parties
This agreement will be signed between Mr._________ with ID paper specification as _____________
Address:_____ ( or company________ with register number ________ in registry and legally located in
Tehran _______ , as representative of ________) in one side and Mr.________ with ID specification as
_______ Address: _______ ( or company________ with register number ________ in registry and
legally located in _____ in other side.

Clause 2: Subject of the contract

Cooperation, synergy, agency, consultation in marketing activities and selling services, and performing
all internal and external commercial activities, and building, architectural and custom activities involve
export and import of Yadavaran Tejarat company products.

Provision:
The company products consist of: all foodstuffs, medicines, oil products, plus granting building and
development projects.

Clause 3: Period of the contract

Time of the contract begins from arranging and performing the contract and, by agreement of both
parties, is unlimited.

Clause 4: Price and terms of payment

Clause 5: Proper performance guaranty:

This guaranty must be valuable up to end of the contract, half of the sum to be free after provisional
delivery and another half after amendments and absolute delivery.

Clause 6: Commission
Commission of the representative to be taken from a specific percent of the product selling͛s incomes
through him. This specific percent must be mentioned in the contract.

Clause 7: Product type

The type of the product to be sold and distributed by the representative should be specified. In this way
not only the genuine will be prohibited from granting the agency of the same product in the same
domain, but in other side the representative arrogate about selling the other products of the genuine in
the domain.

Clause 8: Exclusive agency

Sale and distribution agency is usually exclusive; it means that genuine cannot grant the agency of that
product to others in the same domain.

Clause 9: Change of conditions

Based on these clauses in case of happening basic changes in conditions and terms are dominant in
time of the negotiations and signing the contract, both parties have the right to cancel the contract or
change the clauses so that to be compatible with the new conditions.
Clause 10: Act of God
War, whether informed or not, public revolution and strike, outbreak of communicable disease,
earthquake, extraordinary flood and storms, unexampled drought and extended fire, if not caused by
neglect, and an occasion like these are involved in acts of God, and in case of occurrence, parties are
clear from their commitments in the contract during the occurrence. If the act of God causes closure of
the performance for more than three (3) month, each of the parties can abandon the contract, and none
of them is responsible against the other about the losses that resulted from acts of God.

Clause 11: Dominant regulation

If the contract to be signed in a foreign country between an Iranian and a foreigner, both parties can
specify the foreigner law as the dominant regulation upon the contract, and in referring their litigation
to Iranian court, the foreigner law to be practical about them.

Clause 12: Problem solving

Conflicts rose from interpretation and execution of the contract, whether during performance or after
finishing the contract, primarily to be solved through holding meetings between representatives in
presence of their managers; if negotiations would not reach to any good result then conflicts to be
referred to adjudication according to Iran regulations.

Clause 13: Opposition between the contract and regulations

In the international contracts it will be predicted that if, a part of the contract, because of opposition
with a country͛s regulations, to be invalid in that country, the other parts will be remain valid; or if some
or all of the contract, because of opposition with a country͛s regulations, to be invalid in that country, it
will be remain valid in the other country, unless resume of the contract to be meaningless in this
situation.

Clause 14: The contract validity

Signing the contract cancel all of agreements and negotiations before is done; clauses of this contract
will be changed or amended only with written agreement of both parties.

Clause 15: Rights preserve

Do not applying the rights in this contract, or applying some and do not applying others, does not mean
shirking that rights by the beneficiary part.

Clause 16: The contract language

The contract is ordered in Persian and English. If it takes place opposition between the parties, the
English content of the contract will be dominant and valid.

Clause 17: The contractǯs parties address

Address, telephone number, telex, and fax of both parties is as below; and every one of them is bound
to announce the other one from any change of them during one week; letters will be sending through
certified mail.

Clause 18: The contractǯs attachments