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1、MEMORANDUMOFUNDERSTANDINGThis MOU AGREEMENT is made of July, 2015, n Hubei Xianlin Chemical located in Hubei, China (the “ r”) and Zhoubin Chemikalium Co., located in (hereinafter （以下稱“供應商”）與經(jīng)銷商（以下稱“經(jīng)銷商”）于WHEREAS,R is he of goods relatingto thecoatings industryof WHEREAS, DISTRIBUTOR desires e an ex

2、clusive MEMORANDUMOFUNDERSTANDINGThis MOU AGREEMENT is made of July, 2015, n Hubei Xianlin Chemical located in Hubei, China (the “ r”) and Zhoubin Chemikalium Co., located in (hereinafter （以下稱“供應商”）與經(jīng)銷商（以下稱“經(jīng)銷商”）于WHEREAS,R is he of goods relatingto thecoatings industryof WHEREAS, DISTRIBUTOR desires

3、 e an exclusive independent DISTRIBUTOR of R and to assist Rhe marketing and sale of Rs products listed Exhibit “A” attached hereto and incorporated herein, as the same may be amended from time to time R (the “PRODUCTS”) in the territory designated on Exhibit “B” attached hereto incorporated herein,

4、 as the same may be amended from time to time by mutual agreement of the parties (the “TERRITORY”); and鑒于，經(jīng)銷商渴望成為供應商的獨立的獨家 ，并協(xié)助供應商推廣與銷售本協(xié)議列表A中列出的產(chǎn)品（以WHEREAS, R has agreed with the ment of the DISTRIBUTOR e an independent DISTRIBUTORforthe heTERRITORY; and agrees not to havewithartyheWHEREAS, it is t

5、 DISTRIBUTOR will promote the PRODUCTS from R customersheNOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, partiesendingtobelegallybound,herebyagreeasDISTRIBUTORagreestouseitsbesteffortstoactivelypromote,marketandselltheto customers and prospective customers w

6、ithin the TERRITORY in a profes manner at all times for the duration of this AGREEMENT.al and DISTRIBUTOR t the primary goal of R is to provide customers with high quality PRODUCTS -rate customer service. Certain standards contributeto the overall image ofRand DISTRIBUTOR agreesto to these standards

7、 at all times in any activities which may be ted with to These general standards include: (a) providing -class and al customers;(b)promotingonlyhighqualityproducts;(c)establishingthehighest levelofsible;and(d)aininghighmoralandethicalstandardsinallbusinessAt no time shall the DISTRIBUTOR do,cause or

8、 permit to be done any act, or divulge, publish declare any information, which is or may be detrimental to the erests or ionof 商的形象，經(jīng)銷商同意在任何時候任何活動都遵照這些標準。這些標準包括：（）向所有客戶提供一流、專業(yè)的服務；()推廣高質量產(chǎn)品；（c）建立盡可能高的客戶服務水平；（d）在所有商DISTRIBUTOR promisesttheimported 3FCL/year (15.2tons/FCL).ty of MEKO from R will The pa

9、rties undertake obligations not to disclose information he course of dealing being for each of the Parties. The following is considered information on cooperation conditions, strategic plans and tasks of the Parties with respect商的形象，經(jīng)銷商同意在任何時候任何活動都遵照這些標準。這些標準包括：（）向所有客戶提供一流、專業(yè)的服務；()推廣高質量產(chǎn)品；（c）建立盡可能高的

10、客戶服務水平；（d）在所有商DISTRIBUTOR promisesttheimported 3FCL/year (15.2tons/FCL).ty of MEKO from R will The parties undertake obligations not to disclose information he course of dealing being for each of the Parties. The following is considered information on cooperation conditions, strategic plans and task

11、s of the Parties with respect singpaymentsinformationontechnologiesThe parties are obliged not to disclose information, to the third parties, unless it is agreed provide the information to the third parties for the es of performing hereof and agreements n R and the DISTRIBUTOR. In case of terminatio

12、n hereof, parties are obliged not to disclose and not to use the information, erests of the third parties.heir erests Neither R nor the DISTRIBUTOR shall be liable to the other for any failure perform any obligations under this AGREEMENT due to causes which reasonable control and of a nature which n

13、either has the authority er to remedy, without ion, acts of God, acts of the arty, acts of civil or military authority ernmental priorities, strikes or other labor , fires, demics, wars riots. In the event of such an occurrence, the party claiming re f thereon shall give prompt written notice thereo

14、f to the arty and any time for performance of an obligation shall extended by time equal to the length of any delay attributable to such occurrence. The R however shall be responsible and y liable to t all d are fit for e andtechnically compliant with the relevant specification dhetimeframesagreedin

15、eachsupply工及方DISTRIBUTOR shall not sell, assign, mortgage or otherwise transfer any of its rights obligations under this AGREEMENT without the written consent of R, consent may be withheld; and any purported assignment or other transfer without such written consent shall be void and without effect.書

16、ThisAGREEMENTconstitutesthesoleandentireunderstandingn and among the with respect to the subject matter hereof and supersedes all prior agreements understandings and represenions and warranties, whether oral or written, among the parties withrespecttosuchsubjectmatter.This AGREEMENTmay notbeamended,

17、 modifiedoror any of ThisAGREEMENTconstitutesthesoleandentireunderstandingn and among the with respect to the subject matter hereof and supersedes all prior agreements understandings and represenions and warranties, whether oral or written, among the parties withrespecttosuchsubjectmatter.This AGREE

18、MENTmay notbeamended, modifiedoror any of its s waived except in writing and signed by the authorized officer of the againstwhomenforcementis的Alldisputesandntheparties, hecourseof dealing,aretobeby the parties through negotiations. If these can not be resolved then they will be referred to either the Dubai C