EXCLUSIVE SALES AGENCY AGREEMENT

We provide a platform for you to be engaged in the international container and less than container business as well as the international air cargo segment of the transportation industry.  As a licensed NVOCC and OTI by the FMC as well as an IAC by the TSA and FAA, and as creators and developers of the only instant online calculator system for these services we can offer you a remarkable opportunity to increment your earnings dramatically.  Since our data is automatic loaded on the quoting system there is little time wasted on research and you will be a step ahead of the competition. Coupled with state of the art communications and cost database systems you will be able to maintain your clients happy with diversified options and creative logistics.

Our database provides you with an unmatched multitude of origins and destinations right at your fingertips.  There is no other resource as complete an above all instant that can compare.  You can see a copy of a standard contract at http://www.shipping-worldwide.com/contract2.htm 

You will be given all the necessary tools to perform quotes once you sign and return the contract via fax 305-592-0266

Hope to hear from you soon

This sales agency agreement ( "this agreement") is made this            day of            2001__, by and between AIR PARCEL EXPRESS, INC ("APX") of Miami Florida

 and ______________________________________________  Address ___________________________________________,

 City__________________________________, State_____________, County __________ (collectively "the parties") as follows :

WHEREAS, APX  is a worldwide air ocean freight forwarder ; and

WHEREAS, APX in servicing its national and international customer base utilizes sales agents in various cities throughout the continental United States and internationally ; and

WHEREAS, AGENT is a Sales Agent ; and

WHEREAS, APX and AGENT wish to assist each other in accommodating existing customers ; and

WHEREAS, APX and AGENT desire further to cooperate in development of additional customers.

Now, THEREFORE, The Parties agree as follows :

1.  Customers Identification. The parties agree that each and every existing customers is proprietary of APX.  All existing customers from AGENT will be listed at the bottom of this contract or will be introduced by AGENT through the quoting methods designed by APX and will remain AGENT clients for a period of __5___ years.   APX will build SALES AID calculator links at a cost of $100 each  to the AGENT in order to automate the quoting process and identify clients.  AGENT clients will be identified by the date and subject line emitted from the AGENT calculators.  AGENT can choose from any of the following calculator systems - FCL Export From USA, FCL Import To USA, CHINA Export to Worldwide, LCL Export From USA, LCL Import To USA and Worldwide, Air Cargo Export From USA, and Air Cargo Import to USA.  Setup fees may be waved at the discretion of APX.

2.  Agency. APX hereby appoints AGENT as one of its sales agents in WORLDWIDE.

3.  Compensation, Fees and Cartage. Agent will be paid by APX on at commission basis of net revenues. " Net revenues" are defined as gross proceeds from a sale, less transportation cost and accessorial fees, less Bill of Lading, less SED, less Insurance, less title clearance fees, wire transfer or credit card fees, and courier fees.  "Transportation costs" are those costs as generally understood in the industry as transportation cost. "Accessorial fees" are international handling, P.O.D fee's, document preparation fees, local service fees, valuation charges, C.O.D  fees, currency conversion fees, insurance fees, demurrage and gateway fees.

A.  Compensation : AGENT agrees to sell and service for APX within an assigned area 

( WORLDWIDE) for shipments, to include outbound shipments, inbound shipments, procurements, point to point shipments, third party shipments, third country and freight sold by other than AGENT, pursuant to a percentage of net revenue.

Agent will start a 60-day probationary period starting from the signed date on this contract.

For those areas where APX has any pre-existing sales agency contract with other agents, the account must be approved by APX as an assigned account and the commissions are negotiated between APX and Agent on a case-by-case basis.

APX will retain 100% of valuation charges, COD fees currency conversion fees and gateway fees. These fees will be set  by APX policy and may change according to corporate instructions. Shippers must pay all payments for freight to APX via wire transfer, credit card or check and not to AGENT.  Under no circumstance will shippers pay the AGENT.

B.  Vendors : AGENT agrees to use only those vendors approved by APX. In the case of international Ocean shipments or international Air shipments, AGENT cannot interact with vendors in any way except through APX.    AGENT can not accept ocean or air quotes from vendors, only APX can engage vendors directly in any form of contract.

4.  Indemnification.

A.  By AGENT : AGENT agrees to indemnify and hold APX harmless from any and loss, damage, liability, const or expense which APX may incur by reason of any claims, the man, action or causes of action against AGENT to on account of any act or omission to act by AGENT.

b.  By APX : APX agrees to indemnify and hold agent harmless from and against any all loss damage, liability costs to or expense wish agent to may incur by reason of any claims, demands, actions or causes of action against agent on account of any act in or omissions by APX.

C. APX will not be held responsible for payment to an Air Parcel Express Inc. agency who sub-contracts to a third-party vendor. AGENT will be 100% responsible. AGENT is not allowed to contract with any 3rd party for the purpose of air or ocean shipping. Agent is only involved in the sales effort.

5. Management and Control. AGENT acknowledges that pursuant to the terms of this agreement it would be subject to the control and direction of the main hub of APX in Miami, Florida.

6. Business Operations and Sales Aids. The parties agreed to act in good faith and act in a commercially reasonable manner to maintain profitable business elations with the other's customers, clients, agents and vendors. The parties agreed to maintain required training, procedures, licenses, permits and certifications necessary to ensure the safe and efficient handling of cargo in their possession or control. The parties agree to respond to requests for information, quotations and sales lead within 48 hours of receipt. APX will provide available sales materials and operating supplies to AGENT, as reasonably necessary, to include, but not limited, business cards, I.P Phones, Websites, Calculator Links, Marketing, revenue forms, envelopes and letterhead. The Sales Aids are proprietary to APX and shall be returned to APX upon termination of this contract at AGENTS expense.

7. Government Compliance. The parties agree to act at all times in compliance with all governmental regulations relating to the regulation of international transportation, either by air or ocean. The parties agree to give written notice within 30 days to the party in the event of a suspension or loss of licenses permits or certifications necessary to ensure the safe and efficient handling of cargo in their possession or control.

8. Assigned Accounts on Credit. Any and all customers which will procure transportation services of AGENT and APX must submit, and AGENT must acquire, and appropriate credit application as provided by APX for the account. Said credit application must be approved by APX prior to any services being rendered to the customer or the customer becoming an assigned account. Any services rendered by AGENT to any customer on a credit basis not approved by APX and which results in any form of damage or loss shall be considered to the breach of this agreement and the sole responsibility of AGENT. AGENT agrees to indemnify and hold APX harmless there from.

9. Insurance. APX agrees to maintain liability and errors and omissions insurance in amounts and form acceptable to the other.

10. Sales Activity Reports. AGENT will report sales and operations activities and results to the Regional Manager of APX on a weekly basis.

11. Account Billing and Collections Procedure. All billing for services rendered to an assigned account will be performed by APX.

12. Uncollected Revenue. AGENT agrees, without prejudice to APX's efforts, to at the direction of APX, make reasonable efforts to collect uncollected revenues.

13. Termination:

    A. Probationary Period and Notice of Revocation: during the first ninety (90) days of this Agreement, either party may terminate with or without cause on seven (7) days written notice to the other. Written notice may occur by fax. Thereafter, either party may terminate this agreement with or without cause upon 30 days written notice.

    B. Term: The initial term of this Agreement shall be for a period of 90 days from the date of this Agreement (The probationary period). If neither party terminates the Agreement during the probationary period, then the term of the Agreement shall be for one (1) additional year. Thereafter, the Agreement may be renewed by mutual consent of the parties.

    C. If, and during any consecutive six (6) months calendar period AGENT's sales of freight forwarding services do not equal or exceed the minimum sales level for that, APX may then gave agent written notice the agent is being placed on review for the next six calendar months. If at the end of the review period, AGENT has not achieved the minimum sales level for the review period in excess of that required then APX may terminate this Agreement.  Minimum gross sales levels per month __________$1000.00____(One Thousand)___________________________ US dollars.

14. Exclusivity : AGENT agrees to operate as an exclusive agent to APX with regards to all ocean transportation, logistics and related activity. APX may assign other sales agents in the same territory at its own discretion without consultation with AGENT.

15. Trade names, Trademarks and Logos. Each party agrees that their respective trade names trademarks and logos are proprietary in nature to that particular party and that one shall not gain any rights title interest or claim of any type whatsoever in the trade names trademarks or loathed of each other.

16. Non-Compete, Non-Solicitation and Proprietary Information. APX and AGENT agree that AGENT  will no solicit accounts customers proprietary to APX as set forth in Paragraph 1. Following termination of this agreement, neither party will solicit customers on the other for appeared of (360) days. APX and AGENT shall not during the term of this agreement and for a period of two years after termination of this agreement either directly or indirectly make known to any person, firm or entity any of the company information as hereinafter described. Each of the parties agrees that all company information is secret, confidential and of any proprietary nature and includes, but is not limited to, knowledge to information regarding the business of the company and its trade practices, the identities, requirements and buying habits of its customers and vendors, and the other's prices and other terms of this agreement with customers and vendors, customer lead, expansion, acquisition and other business plans, advertising, marketing and promotional methods and ideas and related data, sales kits, personnel records, business systems and financial information. The parties agree that the sale or unauthorized disclosure of any of the company's information obtained by either party during the terms of this agreement constitutes unfair competition, which the Parties agree not to engage in.

17. Equitable Relief and Liquidated Damages. Each of the parties hereto agrees that a monetary it remedy for breach of this agreement because of the ongoing nature of the harm is in adequate and, further, that money damages or the long-term and because of the ongoing nature of the harm are in practical and extremely difficult to prove. Each of the parties hereto agrees that such a breach would cause the other irreparable and irrevocable harm, such that in the event of such a breach the non-offending party shall be entitled to temporary and permanent injunction relief without the necessity of proving actual damages. Each of the parties hereto agrees that the offended party is entitled to such relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting a bond or making any undertaking. Any such requirement of a bond or undertaking is hereby waived by the offending party, and the offending party acknowledges that  in the absence of such a waiver, a bond or undertaking might otherwise be required by the court. Each of the parties hereto agrees that in the event a breach of this agreement because of the ongoing nature of the harm  even after injunctive relief may be awarded and because of the nature and extent of the damage even after award of temporary injunctive relief is extremely difficult to prove and because of such a breach would cause the non-offending party irrevocable and irreparable harm that the only reasonable way to redressed the problem is to agree upon amount of liquidated damages as follows : 

A.    In the event of breach of a term or terms of this agreement involving customer(s), the non-offending party will be entitled to liquidated damages in the sum of one hundred percent (100%) of the revenues received from the departed customer(s) during the period year. If customer(s) has been doing business with company for less than one year, then the average monthly income for the number of months that customer(s) has been doing business with company will be multiplied by the number twelve (12).

18. Attorney's fees. In the event of a dispute regarding this agreement, the parties hereto agree that the prevailing party will be entitled to reasonable attorney fees and costs.

19. Choice of Law. The parties agree that this agreement is entered into in Florida, United States of America, for the purpose of choice of law and for them considerations. It is agreed that the appropriate for them shall be the arbitration sites of courts of the state of Florida or the federal courts, which it sits within the state of Florida. The parties agree that Florida law will govern all disputes between the Parties.

20. Entire agreement. The parties agree that the content of this Agreement constitute the entire agreement between the Parties and that no other statement or writings not a part of this agreement shall be considered binding upon the Parties. Any modifications to this Agreement must be in writing and signed by the Parties hereto.

21. Severance : if any part of this Agreement is found to be unenforceable by an arbitrator or court of law, then such clause shall be severed from the contract and the remaining portions continue to be enforceable.

Executed this ________________________    day of  _________________________        201___.

Air Parcel Express, Inc.  Signature  ________________________________________________________

Name: __________________________________________officer_________  for and behalf of Air Parcel Express, Inc.

AGENT NAME __________________________________________

Signature____________________________________________________

AGENT ADDRESS: ______________________________________

AGENT TELEPHONE: ___________________________________

AGENT FAX: ___________________________________________

AGENT E-MAIL: ________________________________________  

TYPE OF CALCULATORS NEEDED (circle as many as you need $100 per calculator)      FCL     LCL    AIR    RO/RO

SUBJECT LINE ON CALCULATORS: _____________________________________________________________

We suggest  your tel number and name to identify yourself with your clients

COMPANY E.I.N. #  _____________________________________

or

I.D. # AND TYPE _____________________________________

PRINT AND FAX TO 305-592-0266 ALONG WITH PICTURE I.D.

Copyrights Air Parcel Express,   All rights Reserved 2010