1.

1 Messrs (hereinafter: „Principal“):

Agency Contract

entrust Messrs (hereinafter: “Commercial Agent”):

GeoInside GmbH
Bleibtreustrasse 12
10623 Berlin
Germany

with their sole agency for

Marketplaces on the Internet

for the sale of the following products (hereinafter: “Contract Products”):

Sole agency 1.2 Sole agency means that the Principal is not entitled to appoint anyone
else with the distribution of the Contract Products on internet marketplaces.
Internet marketplace hereunder means any procurement or promotion of sales
other than by the Principal via the internet. The Principal is entitled to deal
directly, without the Commercial Agent’s intervention with Contract Customers
as defined under 2.1; in respect of any sales arising there fro m, the Commer-
cial Agent shall be entitled to the commission provided for in this contract un-
der 5.1.

1.3 The Principal is aware that the Commercial Agent may be active as com-
mercial agent for other undertakings, even if these undertakings offer the
same products as the Principal.

Contract Customers 2.1 This contract refers to the following customers (hereinafter: “Contract
Customers”):

U All customers worldwide

U Limited to customers or regions named below:

U All customers worldwide except to custom

ers or regions named below:

GeoInside
GeoInside GmbH · Bleibtreustrasse 12 · 10623 Berlin · Germany
.42 Phone: +49 30 8862862 0, Fax: +49 30 8862862 1
Email: Peter.Hanstein@GeoInside.com
%% 0DUNHWSODFH IRU WKH *HR ,QGXVWU\ Web: www.GeoInside.com 9 Page 1 / 5 :
Obligations of the Commercial Agent
Sub-agents
Acceptance of orders
Authorization to collect money
*HR,QVLGH
.42
%% 0DUNHWSODFH IRU WKH *HR ,QGXVWU\
3.1 The Commercial Agent shall endeavour to procure business for the Prin-
cipal and is obliged to serve the interests of the Principal with the diligence of
a prudent businessman. The Commercial Agent meets the requirements of his
obligation to endeavour by presenting the Contract Products on his internet
web site. He shall offer products in accordance with the terms and conditions
of the Principal, which the Principal has communicated to him.
3.2 Unless otherwise specifically agreed, the Commercial Agent has no au-
thority to make contracts on behalf of, or in any other way to bind the Principal
towards third parties.
3.3 The Commercial Agent shall be authorised to conclude contracts with
sub-agents on his own behalf. He shall be responsible for the activities of his
sub-agents.
4.1 The Principal will constantly supply the Commercial Agent with all infor-
mation about the Contract Product as well as all information of importance for
the conduct of business. In particular, the Principal will inform him immediately
about the acceptance or refusal of orders. The Principal will also inform the
Commercial Agent immediately, if there is a possibility that he can only accept
orders to a limited e xtent.
4.2 The Principal may not unreasonably reject the orders transmitted by the
Commercial Agent. A repeated refusal of orders contrary to good faith shall be
considered as a breach of contract by the Principal.
4.3 The Commercial Agent will be supplied with copies of correspondence
with Contract Customers and of all i nvoices.
5. The Commercial Agent is authorised by the Principal to collect money
directly from Contract Customers. The Commercial Agent does not act as a
del credere agent. Further, he neither guarantees payment by a Contract Cus-
tomer nor will he be liable for any default payment or non-payment of a Con-
tract Customer. He will however take reasonable steps to collect money from
Contract Customers. The Commercial Agent is not entitled to an additional
commission for the collection of money. The Principal shall however reim-
burse the Commercial Agent for reasonable expenses incurred in the course
of the collection of money. The Commercial Agent will forward the collected
money to the Principal, but will be entitled to deduct an amount of the col-
lected money that is equivalent to the Commission Fee as defined in 6.1 and
reasonable expenses incurred in the course of the collection of money.
U With respect to the collection of money the Commercial Agent and the
Principal further agree on the following:
U The Commercial Agent will provide the Principal with a model sale con-
tract (hereinafter “Model Sale Contract”) that is attached to this agency con-
tract. The Commercial Agent does not assume any kind of liability e.g. for
legal advice with respect to the Model Sale Contract.
GeoInside GmbH · Bleibtreustrasse 12 · 10623 Berlin · Germany
Phone: +49 30 8862862 0, Fax: +49 30 8862862 1
Email: Peter.Hanstein@GeoInside.com
Web: www.GeoInside.com 9 Page 2 / 5 :
 In the event that the Seller and the Contract Customer agree on payment
terms that require the Contract Customer to pay the purchase price by trans-
ferable Letter of Credit to the Commercial Agent (7.a of Model Sale Contract),
the Commercial Agent will make the Credit available to the Principal as sec-
ond beneficiary, deducting the Commission Fee calculated in accordance
with 6.1 and any incurred bank expenses, in particular those relating to both
Letter of Credit transfers.

In the event that the Seller and the Contract Customer agree on payment
terms that require the Contract Customer to pay the purchase price in part
directly to the Commercial Agent (7.b of Model Sale Contract), the Comme r-
cial Agent may keep this amount of money as payment of the Commission
Fee and reimbursement for expenses incurred.

Commission 6.1 The commission will be

% In words %

The commission shall be calculated on the net amount of the invoices, i.e. on
the effective sales price (any discount other than cash discounts being de-
ducted) clear of any additional charges (such as packing, transportation, in-
surance) and clear of all tariffs or taxes (including VAT) of any kind, provided
that such additional charges, tariffs and taxes are separately stated in the
Invoice.

6.2 Unless otherwise agreed upon, the Commercial Agent is entitled to the
commission upon full payment by the Contract Customers of the invoiced
price. In case of partial payment made in acco rdance with the sales contract,
the Commercial Agent shall be entitled to a proportional advance payment.

6.3 Unless otherwise agreed upon in writing and unless the commission has
not been deducted as provided for under 5., the Principal will furnish the
Commercial Agent with a statement of commission due for every quarter of
the year no later than the 15th of the following month. Unless otherwise
agreed, the commission, which the Commercial Agent is entitled to according
to the above statement, shall be paid not later than the day the statement is
forwarded.

6.4 If a contract made by the Principal as a result of orders transmitted by the

Commercial Agent is not thereafter put into effect, the Commercial Agent shall
be entitled to commission unless non-performance of the contract is due to
reasons for which the Principal is not responsible.

6.5 The Commercial Agent is entitled to access all information, and in

particular extracts from the Principal’s books, in order to check the amount of
the commission due to him. The Principal shall permit an independent auditor
appointed for that purpose by the Commercial Agent to inspect the Principal’s
books for the purpose of checking the data relevant for the calculation of the
Commercial Agent’s commission.

6.6 Unless otherwise agreed in writing or hereunder, the commission covers

any expenses incurred by the Commercial Agent in fulfilling his obligations
under this contract, excluding expenses incurred by the collection of money as
set out in 5.

*HR,QVLGH
GeoInside GmbH · Bleibtreustrasse 12 · 10623 Berlin · Germany
.42 Phone: +49 30 8862862 0, Fax: +49 30 8862862 1
Email: Peter.Hanstein@GeoInside.com
%% 0DUNHWSODFH IRU WKH *HR ,QGXVWU\ Web: www.GeoInside.com 9 Page 3 / 5 :
 U The Principal will reimburse the Commercial Agent for the following ex-
penses:

The Commercial Agent’s Right 7.1 The Principal warrants to the Commercial Agent that he will compl y with
of Exemption against Claims the applicable rules on competition, the regulations on the quality, labelling
and packing of goods and all other regulations on co nsumer protection.

7.2 The Principal shall indemnify the Commercial Agent against all claims
asserted against the Commercial Agent and all obligations that derive from
the breach of the above warranty. If the Commercial Agent is sued by any
third party due to the violation of laws and regulations mentioned above, the
Principal will come up for all advance payments and pro vide the Commercial
Agent with all information necessary to conduct such lawsuit. Moreover, the
Principal is obliged to reimburse the Commercial Agent for all his costs and
expenditures, including reasonable attorney’s fees in connection with the la w-
suit.

Term of the Contract 8.1 The contract shall come into force on

and shall be valid

U for an indefinite period

U for a fixed period until

8.2 If the contract is concluded for an indefinite period, it can be terminated

by six months written notice, ter mination to be effective at the end of the sixth
full month following the receipt of the notice.

8.3 If the contract is concluded for a fixed period, it shall be automatically

renewed for successive periods of one year, unless terminated by either party
by notice given in writing by means of communication ensuring evidence and
date of receipt, not less than four months before the date of expiry. If the con-
tract has lasted for more than five years, the period of notice will be of 6
months. The parties may agree in writing on longer periods of notice

8.4 Both parties may terminate this contract with immediate effect in case of
a substantial breach of the contract or in case of exceptional circumstances
justifying immediate termination. Any failure by a party to carry out all or part
of his obligations under the contract resulting in such detriment to the other
party as to substantially deprive him of what he is entitled to expect under the
contract, shall be considered as a substantial breach of the contract. F urther-
more, the parties agree that the following situations shall be considered as
exceptional circumstances, which justify the immediate termination by the
other party: bankruptcy, moratorium, receivership, liquidation or any kind of
composition between the debtor and the creditors, or any circumstances

*HR,QVLGH
GeoInside GmbH · Bleibtreustrasse 12 · 10623 Berlin · Germany
com Phone: +49 30 8862862 0, Fax: +49 30 8862862 1
Email: Peter.Hanstein@GeoInside.com
%% 0DUNHWSODFH IRU WKH *HR ,QGXVWU\ Web: www.GeoInside.com 9 Page 4 / 5 :
 which are likely to affect substantially one party’s ability to carry out his obliga-
tions under this contract.

8.5 Orders transmitted by the Commercial Agent or received by the Principal

from Contract Customers before the expiry or termination of this contract and
which result in the conclusion of a contract of sale not more than twelve
months after the termination of the contract becomes effective, shall entitle the
Commercial Agent to commission.

General Provisions 9.1 This contract is exclusively governed by German law and does not ex-
clude the mandatory provisions for sale agents acting within the EEC.

9.2 The place of jurisdiction for any possible disputes shall be Berlin.

9.3 Supplements to this contract do not exist. Amendments and supplements

to this contract must be confirmed in writing in order to have validity.

9.4 The nullity of a particular clause of this contract shall not involve the nu l-
lity of the whole agreement, unless such clause is to be considered as sub-
stantial, i.e. if the clause is of such importance that the parties would not have
entered into the contract if they knew that the clause would not be valid.

Principal

Place, Date

Signature

Commercial Agent

Place, Date

Signature

GeoInside
GeoInside GmbH · Bleibtreustrasse 12 · 10623 Berlin · Germany
.42 Phone: +49 30 8862862 0, Fax: +49 30 8862862 1
Email: Peter.Hanstein@GeoInside.com
%% 0DUNHWSODFH IRU WKH *HR ,QGXVWU\ Web: www.GeoInside.com 9 Page 5 / 5