AGENCY AGREEMENT

This Agency Agreement (“Agreement”) is made and entered into on [Current Date] (“Effective Date”) by and between:

RAJA TRADE LLC, a company incorporated under the laws of the United Arab Emirates, with its registered office at [Insert Address], Dubai, UAE (hereinafter referred to as the “Principal”), and

with

(hereinafter referred to as the “Agent”).

The Principal and the Agent are collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Principal is engaged in the business of trading and distributing various goods and products;

WHEREAS, the Agent has the expertise and network to identify clients, negotiate sales terms, and prepare transactions for the Principal’s goods and products based on pricing and delivery terms provided by the Principal;

WHEREAS, the Parties wish to ensure the Agent’s efforts are rewarded, including ongoing compensation for clients they introduce and potential employment with the Principal under certain conditions, while also protecting the Principal from losses due to client defaults;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. APPOINTMENT OF AGENT

1.1 The Principal hereby appoints the Agent as its non-exclusive agent to identify clients, negotiate terms, and prepare sales transactions for the Principal’s goods and products (the “Products”) as listed in Schedule A attached hereto, based on sourcing details provided by the Principal.

1.2 The Agent accepts the appointment and agrees to act diligently in accordance with the terms of this Agreement.

1.3 All sales contracts shall be executed directly between the Principal and the client, with reference to this Agreement.

2. TERM OF AGREEMENT

2.1 This Agreement shall commence on the Effective Date and remain in force for a period of 1 year (“Initial Term”), unless terminated earlier in accordance with Clause 9.

2.2 Upon expiration of the Initial Term, this Agreement may be renewed by mutual written consent of the Parties for additional periods as agreed.

3. SCOPE OF PRODUCTS

3.1 The Products covered under this Agreement are detailed in Schedule A, which may be amended from time to time by mutual agreement in writing.

3.2 The Principal reserves the right to add, modify, or discontinue any Product at its sole discretion, with prior notice to the Agent.

4. AGENT’S DUTIES AND RESPONSIBILITIES

4.1 The Agent shall:

• a) Actively identify potential clients for the purchase of the Products;

• b) Negotiate pricing, sales terms, and delivery conditions with clients based on sourcing details (prices and delivery terms) provided by the Principal;

• c) Prepare all necessary arrangements with the client up to the point of signing a sales contract with the Principal;

• d) Provide the Principal with regular updates on client negotiations and market opportunities;

• e) Comply with all applicable laws and regulations in performing its obligations under this Agreement.

4.2 The Agent shall not have the authority to bind the Principal to any contract without the Principal’s prior written consent. The Principal retains the sole right to execute the final sales contract with the client.

4.3 Liability for Client Default: In the event a client introduced and negotiated by the Agent fails to fulfill their obligations under a sales contract (including termination of the contract by the client or failure to fully settle payments), the Agent shall be liable to compensate the Principal, at the Principal’s discretion, for any losses incurred as a result of such default, including but not limited to lost profits, costs of goods, and administrative expenses.

5. COMPENSATION STRUCTURE

5.1 The Agent’s compensation shall be calculated based on the structure selected below, as specified in Schedule B:

5.2 Compensation shall only be payable to the Agent after:

• a) The Agent introduces a client and negotiates the transaction terms;

• b) A sales contract is executed directly between the Principal and the client, referencing this Agreement;

• c) Payment (either as a prepayment or full settlement) is received by the Principal from the client; and

• d) The Products are delivered to the client by the Principal.

5.3 Ongoing Compensation: For any client introduced and negotiated by the Agent, the Agent shall remain entitled to compensation under this Clause for all future transactions between the Principal and that client, even beyond the Initial Term, provided the Agent’s role in the initial introduction is documented.

5.4 The Principal shall provide the Agent with a detailed statement of sales and compensation due within 15 days following the end of each month. Payment shall be made to the Agent within 30 days of such statement.

6. NON-CIRCUMVENTION

6.1 The Principal agrees not to bypass the Agent by directly engaging with a client introduced and negotiated by the Agent for the purpose of avoiding compensation obligations under this Agreement.

6.2 The Principal acknowledges that any client introduced and negotiated by the Agent shall remain the Agent’s client for the purposes of compensation under Clause 5.3.

7. EMPLOYMENT OPPORTUNITY

7.1 If, during the Initial Term, the Agent successfully facilitates two (2) completed sales transactions (i.e., signed contracts with full payment received by the Principal from clients introduced and negotiated by the Agent), the Principal shall offer the Agent formal employment.

7.2 Such employment shall include:

• a) Sponsorship for UAE residency;

• b) A fixed monthly salary; and

• c) Standard employee benefits as per the Principal’s policies and UAE labor laws.

7.3 The terms of employment shall be detailed in a separate employment contract to be executed upon fulfillment of the conditions in Clause 7.1.

8. PAYMENT TERMS

8.1 All sales facilitated through the Agent’s efforts shall be subject to the Principal’s standard payment terms with clients, as agreed directly between the Principal and the client.

8.2 The Agent shall not be entitled to compensation for any transaction where the client fails to make payment to the Principal.

9. CONFIDENTIALITY

9.1 The Agent agrees to keep confidential all information relating to the Principal’s business, clients, pricing, and Products (“Confidential Information”) and shall not disclose such information to any third party without the Principal’s prior written consent, except as required by law.

9.2 This obligation shall survive the termination of this Agreement.

10. INTELLECTUAL PROPERTY

10.1 All trademarks, logos, and intellectual property rights related to the Products remain the sole property of the Principal. The Agent shall not use such intellectual property except as expressly permitted under this Agreement.

11. TERMINATION

11.1 This Agreement may be terminated:

• a) By mutual written agreement of the Parties;

• b) By either Party with 30 days written notice;

• c) Immediately by the Principal if the Agent breaches any material term of this Agreement and fails to remedy such breach within 15 days of receiving notice.

11.2 Upon termination, the Agent shall cease negotiating with clients on behalf of the Principal and return all materials and Confidential Information to the Principal.

11.3 Termination shall not affect the Agent’s right to compensation for completed transactions or ongoing compensation for clients introduced prior to the termination date, as per Clause 5.3, nor their liability for client defaults under Clause 4.3.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applicable in the Emirate of Dubai.

12.2 Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration under the rules of the Dubai International Arbitration Centre (DIAC), with the seat of arbitration in Dubai, UAE.

13. MISCELLANEOUS

13.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings.

13.2 Amendments: Any amendments to this Agreement must be made in writing and signed by both Parties.

13.3 Assignment: The Agent may not assign its rights or obligations under this Agreement without the Principal’s prior written consent.

13.4 Notices: Any notice required under this Agreement shall be sent to the respective addresses of the Parties as set forth above, or such other address as may be notified in writing.

PRODUCTS TO PROMOTE

IN WITNESS WHEREOF

The Parties have executed this Agreement as of the Effective Date.

For and on behalf of the Principal:

Abbas Mohammadreza Jafari

CEO & Partner

Date: [Current Date]

For and on behalf of the Agent:

Date: [Current Date]

KYC Form (Customer/Supplier)

SECTION 1: COMPANY INFORMATION

SECTION 2: CONTACT DETAILS

SECTION 3: FINANCIAL INFORMATION

SECTION 4: BUSINESS RELATIONSHIP DETAILS

SECTION 5: COMPLIANCE & DECLARATIONS

SECTION 6: DOCUMENTS REQUIRED (ATTACH COPIES)

Please upload the following documents: *

SECTION 7: DECLARATION & SIGNATURE

I, , acting as of [company-name], hereby declare that the information provided in this form is true, complete, and accurate to the best of my knowledge. I understand that any false or misleading information may result in the termination of our business relationship with RAJA TRADE LLC.

Date: [Current Date]