AGENCY AGREEMENT

This Agency Agreement (hereinafter referred to as the "Agreement") was made and becomes

effective on [effective date] (the "Effective Date"),

BY AND BETWEEN: [principal name] , with an address of [address of principal],

hereinafter referred to as the "Principal".

AND: [agent name], with an address of [address of principal], hereinafter referred to as the

"Agent", collectively referred to as the "Parties".

LIST OF SERVICES PROVIDED AND THEIR PRICES

The Agent agrees to provide the following services (collectively referred to as "Services") to the Principal:

[description of service 1]

[description of service 2]

[description of service 3]

[description of service 4]

[description of service 5]

[description of service 6]

The Principal will pay the Agent for the Services as follows:

Service 1 Price: [service price 1]

Service 2 Price: [service price 2]

Service 3 Price: [service price 3]

Service 4 Price: [service price 4]

Service 5 Price: [service price 5]

Service 6 Price: [service price 6]

APPOINTMENT

The Principal appoints the Agent as its exclusive agent for the provision of the Services, and the

Agent accepts such appointment. The Agent agrees to use its best efforts to provide the

Services to the satisfaction of the Principal, acting always in the Principal's best interest.

SCOPE OF AUTHORITY

The Agent is authorized to perform actions and make decisions on behalf of the Principal that

are within the scope of the Services. The Agent will not have the authority to bind the Principal in any other matters.

TERM

This Ageement commences on the [effective date] and will continue in force until [end date], unless terminated earlier according to the Termination clause below.

COMPENSATION

The Principal will compensate the Agent for the Services provided in accordance with the

schedule and rates set forth in the List of Services Provided and Their Prices. The Principal will make payments within 30 days of receipt of an invoice from the Agent.

RELATIONSHIP OF THE PARTIES

The Parties understand and agree that the Agent is an independent contractor and not an

employee, partner, or co-venturer of the Principal. The Agent will not represent itself as anything other than an independent contractor providing the Services.

CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of all non-public information received from the other Party during the course of providing the Services. This obligation survives the termination of this Agreement.

INTELLECTUAL PROPERTY

The Agent acknowledges and agrees that all intellectual property rights in any materials

provided by the Principal for the provision of the Services will remain the property of the

Principal. The Agent will not use or disclose these materials for any purpose other than the

provision of the Services, during and after the term of this Agreement.

TERMINATION

Either Party may terminate this Agreement by providing written notice at least 14 days prior to

the termination date. Furthermore, if either Party materially breaches this Agreement, the

non-breaching Party may terminate this Agreement immediately upon written notice to the

breaching Party.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that it has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder, that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation.

LIMITATION OF LIABILITY

Except for damages arising out of a Party's breach of confidentiality or indemnification

obligations, neither Party will be liable to the other for any special, consequential, incidental,

punitive, exemplary, or indirect costs or damages, including, but not limited to: litigation costs,

installation and removal costs, or loss of data, production, profit, or business opportunities.

INDEMNITY

Each Party (the "Indemnifying Party") agrees to indemnify and hold the other Party (the

"Indemnified Party") harmless from all claims, losses, expenses, fees including attorney fees,

costs, and judgments that the Indemnified Party may incur as a result of the negligence, gross negligence, or willful misconduct of the Indemnifying Party.

SEVERABILITY

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

GOVERNING LAW

This Agreement is governed by, and interpreted in accordance with, the laws of [governing law] without regard to its principles of conflicts of law.

AMENDMENTS

This Agreement may only be amended, modified or supplemented by an agreement in writing

signed by each Party hereto.

ASSIGNMENT

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, and such consent is not to be unreasonably withheld or delayed.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the Parties with respect to the subject

matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

ALTERNATIVE DISPUTE RESOLUTION

All claims and disputes arising under or relating to this Agreement are to be settled in

accordance with the laws of [governing law]. An award of arbitration may

be confirmed in a court of competent jurisdiction.

SIGNATURE AND DATE

Both Parties have read, understand, and agree to the terms of this Agreement:

[agent name]

_____________________________

[signature]

_____________________________

[print name]

_____________________________

[date of signature]

[principal name]

_____________________________

[signature]

_____________________________

[print name]

_____________________________

[date of signature]