Exclusive Purchasing Agency Agreement THIS AGREEMENT dated as of Effective Date of Agreement [Insert Date] between Name of Principal (i.e. Party delegating responsibility to Agent), of Address of Principal (the ?Principal?) and Name of Agent (i.e. Party Accepting Responsibility from Principal), of Address of Agent (the ?Purchasing Agent?). IN CONSIDERATION of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Principal hereby appoints Purchasing Agent as representative for the procurement of Describe Products which Purchasing Agent will procure on behalf of Principal (i.e. Women's Clothing) (collectively the "Merchandise?) as Principal instructs, and Purchasing Agent does hereby accept such appointment and agrees to act as such Purchasing Agent under the terms and conditions specified in this Agreement. 2. This Agreement shall be in effect as of the date set forth above, and shall be automatically renewed on a yearly basis thereafter. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement at any time upon giving thirty (30) days notice, in writing to the other party. In the event of such notice of termination, Purchasing Agent shall continue to render the services provided for herein during said notice period (and thereafter with respect to all orders for Merchandise placed prior to the end of such period) and to honour all prior commitments and discharge all of its responsibilities under this Agreement; likewise, Principal agrees to honour all commitments made prior to such termination, including, but not limited to, the payment for all Merchandise theretofore ordered by Purchasing Agent on Principal?s behalf. 3. Purchasing Agent shall, on behalf of and at the direction of Principal: (a) Negotiate with independent manufacturers, suppliers and vendors with respect to prices, terms and deliveries for finished Merchandise and other items and materials relating tot he production of such Merchandise; (b) Enter into purchasing contracts with independent manufacturers and vendors with respect to products described in (a) hereof; (c) Inspect finished goods destined for shipment and delivery to Principal for quality control purposes and to confirm that all goods are the product of the stated country of origin and issue inspection certificates certifying that the goods conform to purchase contracts or order including designation of country of origin; (d) When requested, arrange for international transportation and/or appropriate insurance coverage, relating to shipment and delivery of the goods to Principal; (e) Engage in market research activities and generally keep Principal advised of market trends, sources of supply, new items, etc., including procurements of samples; (f) Inspect all documents covering shipment to ensure that invoices, visas, country of origin declarations and other shipping documents as required by contracts, purchase orders and/or letters of credit are in good order; (g) Treat all information and specifications regarding Merchandise purchased under this Agreement as confidential proprietary information of Principal and use its best efforts to ensure against disclosure to third parties; (h) Perform any and all other services and activities (including negotiations relating thereto and payment therefore) (A) reasonably ancillary to any and all of the foregoing activities, or (B) agreed to in writing by and between Principal and Purchasing Agent. 4. During the course of inspection of finished goods by Purchasing Agent, if it is determined that the Merchandise does not conform in quality or specifications to that which was ordered, Purchasing Agent shall immediately notify Principal and request instructions regarding disposition of the Merchandise. Further, should Principal find after importation that the Merchandise is defective, Purchasing Agent shall assist Principal in arranging for the return of such goods and shall also assist in the recovery of any monies due from the manufacturer and/or vendor as a result of defective Merchandise, shortages, etc. purchaser shall not be liable for any commissions ordinarily due to Purchasing Agent under this Agreement if it is found that the shipment of defective Merchandise was made by reason of the negligence of Purchasing Agent. 5. As compensation for the services to be rendered by Purchasing Agent under this Agreement, Principal shall pay to Purchasing Agent a commission of Purchasing Agent's Commission Rate (i.e. six percent (6%)) of the FOB value of the Merchandise purchased by Principal through Purchasing Agent. 6. It is understood and agreed by the parties hereto that absolute title to all such goods purchased by Purchasing Agent on behalf of Principal shall immediately vest in Principal. 7. Normal operating expenses such as faxing and travel to and within the countries subject to this Agreement are to be borne by Purchasing Agent; however, at Principal?s sole discretion and where agreed to in writing, Principal will bear the cost of travel. 8. Purchasing Agent shall have no authority to bind Principal except upon written order or authorization by Principal. It is further understood that Purchasing Agent shall at all times during the continuance of this Agreement use its best efforts to protect the interests of Principal in the event of claims by and on behalf of, or against, Principal. 9. It is understood and agreed that the relationship hereby creates is not exclusive and that Purchasing Agent hereby certifies that it has no ownership, financial interest in, or any control of, the manufacturer(s) and/or vendor(s) from which goods subject to this Agreement are purchased and that no part of any payments under this Agreement shall inure to the benefit of any manufacturer or vendor. 10. It is further understood and agreed that no part of any payment made directly from Principal to manufacturer(s) and/or vendor(s) or their agents will insure to the benefit of the Purchasing Agent either through rebate, offset, or other means and that Purchasing Agent will receive no financial benefit, in any form, from the manufacturer(s) and/or vendor(s) or their agents attributable to transactions covered by this Agreement. 11. It is understood and agreed that, at all times, during the term of this Agreement, Purchasing Agent shall maintain complete and accurate books and records with respect to its services hereunder, including, but not limited to, vendor profiles, copies of Principal?s orders, copies of Purchasing Agent?s orders and confirmations thereof, together with vendor?s invoices and supporting documentation, all shipping and payment documents, Merchandise inspection reports, records of Purchasing Agent?s approval of vendor invoices and any reports of Merchandise tests arranged by Purchasing Agent at Principal?s request, Principal shall have the right to inspect and/or obtain copies of the Purchasing Agent?s books and records with respect to Purchasing Agent?s services pursuant to this Agreement 12. This Agreement shall, in all respects, be interpreted, construed and governed by the laws of the State of State or Province. 13. This Agreement sets forth all prior terms, conditions, and agreements under which the parties hereto have operated beginning from that date. Any other agreement between the parties hereto pertaining to the same subject matter is hereby superseded and terminated. 14. This Agreement is sets forth the entire agreement between the parties relating to the subject matter hereof and stands in the place of any previous agreement, whether oral or in writing. The parties agree that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties. 15. This Agreement shall ensure to the benefit of and be binding upon the respective heirs, executors, administrators and assigns of each of the parties hereto. IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first above written. Witness Principal Witness Prin