Working Agreement

between

the company
Dasinger. MS Consulting
Sulzbachtalstr. 115a - D-66280 Sulzbach/Saar
represented by its owner/proprietor, Dr. h.c. Harald Dasinger
in the following called MSC

and

the company
represented by its owner/president,...............
in the following called ...........

The undersigned parties are mutually desirous in working together. They wish to enter into this Agreement to define certain parameters of their future legal obligations and agree to abide by the following terms and conditions.

Preamble

1. We, as marketing- and sales consulting company, never sell and never buy any kinds of products and/or commodities and we do not make warranties for offers which are not written on our company paper, signed & sealed - they are for us free, non-binding, conditional and subject to change. Their content and validity are fixed by the issuer on his own responsability and liability. Our offers - even if written on our company paper - are always in the name, order, for and behalf of the seller and his own responsibility. The validity of offers is always 8 calendaristic days. We reserve the right to submit each offer simultaneously and at the same time to different existent and new potential clients and buyers and this is why, the principle „first came, first served“ is applied.

2.  After the signing of the draft contract/SPA between seller and buyer, our consulting job ends automatically and so any present and/or future warranty from our side, as well as any kind of claims for damages against our company are absolutely excluded, the involved parties having to agree mutually from this moment about all upcoming matters/issues/disputes. Except if one of the involved parties has signed with our company a separate project-related consulting contract in which all duties and obligations for both sides are mentioned.

3. We make sellers and buyers who do not fulfill signed contracts fully responsible for our lost profits for the whole contract period.
If the seller and/or buyer is not able and/or willing to perform a signed contract with one of our clients as direct buyers/sellers, we make him fully responsible for our lost profit and charge him with a penalty of 50% of the profit which we would have gained, if the complete contract would have been fulfilled to 100%.

4. Any attempt of disclosure and circumvention will be legally prosecuted. The respective party will be prosecuted and sued for compensation, as to point no. 3 of this WA.

5. For any kind of arising disputes, place of jurisdiction is the city where the headquarters of our company/MSCare. It applies exclusively German Law (HGB, BGB, StGB etc.).

6. We can not and will never take any definitive binding and full guarantee for the reliabilty of our clients - neither for our sellers, nor for our buyers. We act always in good knowledge and belief as to the codex of ethics and morality in business.

7. All the above mentioned points of this WA are firm, irrevocable and non-negociable, being part of any project / deal / contract / offer / inquiry.
(a.) Any attempt to change and/or not respect and not apply them after signing will be prosecuted.
(b.) Each of our clients (sellers and buyers) has to sign and seal it (see page no. 2 of this document), otherwise any kind of cooperation is absolutely excluded.

§ 1. Subject and Validity of the Contract

1. Subject of the present agreement is the purchase of ................................................... by the clients of MSC and the sales of the mentioned commodities by .........................., as direct seller and owner of the goods.

2. MSC hereby commits itself binding to perform his work as a consultant to the best of its knowledge and belief, in accordance with ethical and moral code of a business consultant and to comply all its obligations conscientiously and professionally. However, it does not guarantee the accuracy and correctness of informations, statements, promises, agreements (both in writing and by telephone) that have been provided to it by a third party which has been eventually involved in a business deal.

3. Prices, conditions and procedures, as well as quantities etc. will be discussed only directly between MSC and the seller, ................ from case to case and from product to product.

4. The undersignedMSC and ........ will never inform a third party (governmental offices, banks, institutions, other companies, intermediaries/agents/broker etc.) about their common projects. The cooperation is of strict confidentiality during the whole contract period and concerns only the two undersigners of this agreement.

5. The undersigned MSC and ............. will always forward immediately and directly one to each other all the necessary requested informations so as to proceed professionally and efficiently.

6. Both parties will answer each other´s inquiries/requests within 24-72 hours and present each other always the requested documents directly and immediately, so that the co-operation will be professional - quick, direct, efficient.

7. This „Working Agreement“ is valid for a period of 5 (five) years with possible r&e.

§ 2. Obligations

1.The parties will not, in any manner, neither solicit, nor accept any business from well defined sources that is made in any manner without express permission of the party that made the sources available and

2. The parties will maintain complete confidentiality regarding business sources and/or their affiliates and will disclose them only to named parties pursuant to the express written permission of the party that made available such source and/or its affiliate, and

3. The parties will not in any way whatsoever circumvent, or attempt to circumvent each other or any of the parties involved in any of the transactions the parties are desirous to enter into, and to the best of their abilities assure one another that the original transaction as established will not be altered, and:

4. The parties will not disclose any names, addresses, telephone / fax numbers of any contact revealed by any party to third parties, and they each recognize such contacts to be exclusive and valuable contacts of the respective party and they will not enter into direct negotiations of transactions with such contacts revealed by the other party without the explicit permission given in writing by the other party.

5. In the event of circumvention by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such transactions, plus any and all expenses, including legal, that would involve the recovery of these funds.

§ 3. Disputes / Jurisdiction

For any kind of arising disputes, place of jurisdiction is the city where the headquarters of our company/MSCare. It applies exclusively German Law (HGB, BGB, StGB etc.).

§ 4. Liability

1. If the client of MSC, as buyer, is not able and/or willing to perform a signed contract with one of MSC´s clients as direct sellers, we make him fully responsible for our lost profit and charge him with a penalty of 50% of the profit which MSC would have gained, if the contracted would have been fulfilled.

2. The same applies to the seller.

For 4.1 and 4.2 see „Preamble“

3. MSC does not take any guarantee if his seller does not perform or supplies him incorrect informations from the beginning and during the period while the contract is performed. MSC and ................. will decide together which measures and juridical steps will be taken against the seller.

§ 5. Fees & Commission

1. Fees, commissions, costs and expenses of MSC will be fixed in a different contractual agreement betweenMSC and the seller, the company ............................ from case to case, client to client, product to product.

2. Within maximally 72 (seventytwo) hours, a after .... , as seller has got the non-operative LC or another kind of payment such as advance payment/TT from the client of MSC, the seller will open an irrevocable pay order in favor of MSC.

The pay order will be non operative until the moment when ........................, as seller has got the operative LC or from the bank of the buyer of MSC.

3. After the seller has got the contractually agreed amount from the buyer of MSC, say the LC got operative and the seller has the money on his bank account, seller´s bank will make the irrevocable pay order operative, say seller´s bank will transfer the agreed commissions/fees on the following account of MSC:

4. Seller´s bank must have a correspondency bank in the EU.

Seller´s correspondency bank is (name) ............(address) ............

§ 6. General Rules

1. This agreement shall become effective upon the signing by all parties and shall continue in force until five (5) years after the date of signing. However, this agreement shall be extended for a further period of five years from the date of completion of the most recent undertaking.

2. Signature of this Contract shall be deemed an executed agreement, enforceable and admissible for all purposes as may be necessary under terms as of the date noted herein.

3. The contract in electronic form and with electronic signature and seal has full legal validity, hard copies are not necessary.

4. Any violation against a paragraph of this contract will be prosecuted.

§ 7. The Salvatorian Clause

The international “Salvatorian Clause” is appliable.

(place, date)

(company seal & signature)