______________and _______

Cooperation Agreement No. _ /2019.

This Cooperation Agreement ("Agreement") is made on the  th      , 2019, by and between,
______________("___________"), having it`s registered address at ________ No.
____________________ and
XXX LTD, ("Partner"), having it`s registered address at /Legal Address/, Reg. No.      ;
VAT No.________________,
hereinafter _____________ and Partner individually referred to as the "Party" and collectively as the
"Parties".
This Agreement is effective as of the date of the last signature below.
WHEREAS, ______________ has developed a technology system – Search Engine, that allows a
Partner to market his offerings to consumers in a real-time, direct and relevant manner;
WHEREAS, Partner provides car rental services;
WHEREAS, Partner wishes to expand its visibility on the Internet in order to build reservation
volume.
Therefore, the Parties agree to the following:
1. DEFINITIONS
1.1. Alternative reservation – Partner`s confirmed vehicle reservation, which is not the
original choice of the Customer and which is prepared in case of difficulties with the
confirmation of the original reservation and is fully completed only after obtaining the
consent of the Customer;
1.2. Commission – the remuneration for intermediary services paid to or charged by
______________;
1.3. Confidential Information – the terms of this Agreement and any information disclosed by
either Party to the other Party, either directly or indirectly, in writing or verbally, which is
designated as "Confidential";
1.4. Customer – a person who makes a vehicle reservation through the Search Engine;
1.5. Data Protection Legislation - all international, state, provincial and country laws, rules,
regulations, directives and governmental requirements relating in any way to the privacy,
confidentiality or security of any Personal Data collected or obtained in connection with
the Agreement, including but not limited to any applicable provisions of GDPR, including
any and all legislative and/or regulatory amendments or successors thereto.
1.6. GDPR - General Data Protection Regulation (EU) 2016/679;
1.7. Mandatory extras – type of additional services, which the Customer is obliged to
purchase due to the reservation features (for instance, drivers age, pick up/ drop off time,
etc.)
1.8. Rate – Partner’s vehicle rental rates provided to ______________ Search Engine;
1.9. Rental Conditions - Partner’s rate conditions published on ______________ website;
1.10. Displayed Price – the rent rate of each of the vehicles to be shown on the Search Engine.
1.11. Reservation – a request by the Customer to rent a vehicle(s) at a specific location for a
given date/time range;
1.12. Search Engine – reservation system on ______________ website;
1.13. Voucher – is a document created at the moment of reservation approval and emailed by
______________ to the Customer as a confirmation of the reservation.
2. SCOPE OF THE AGREEMENT
2.1. The Partner appoints ______________ as its non-exclusive agent of vehicle hire services to
the Customers. In this purpose the Partner grants to ______________ the right to use, copy
and publicly display, for the term of this Agreement and in connection with the operation
and marketing of the Search Engine, information about the Partner and it's vehicles
including without limitation, prices, availability, locations, logo and similar information.
2.2. ______________ undertakes to publish vehicle hire services provided by the Partner on
______________ website and to make the services of the Partner available for search and
reservation by the Customers.
3. RATES AND PAYMENTS
3.1. Parties agree that ______________ provide the Customer with the following types of
payment for the rented vehicle:
3.1.1. ______________ collects and invoices its Commission directly to the Customer as
the prepayment when making a Reservation. The Customer pays the rest of the
Displayed Price directly to the Partner when collecting a vehicle at the destination.
(Pay on arrival reservation)
3.1.2. ______________ collects and invoices directly to the Customer Displayed price in
full in its own name, including the corresponding amount of its Commission (Full
prepaid reservation). In this case the Customer`s made payment will not include the
costs for additional devices, which are a subject of availability at the Partner’s
rental facility.
3.1.3. ______________ does not collect any payments directly from the Customer at the
moment of the vehicle Reservation. The Customer pays the Displayed Price in full
directly to the Partner when collecting a vehicle at the destination. After receiving
the payment from the Customer, the Partner transfers to ______________ its
Commission. (Full pay on arrival reservation)
3.2. Parties agree that ______________ adds its Commission to the Partners provided Rate and
publishes the final price - Displayed Price - at the Search Engine.
Option for the Pay on arrival reservations
3.3. Parties agree that for the Pay on arrival reservations the Partner provides ______________
with the Rates, which are the reduced prices of the Partner’s provided vehicle rent services.
The Parties in Annex 1 of this Agreement shall agree amount of the Rates and
______________’s Commission.
Option for the Full prepayment reservations
3.4. Parties agree that for the Full prepayment reservations the Partner provides
______________ with additional discount to the Rates. The Parties in Annex 1 of this
Agreement shall agree amount of the additional discount.
Option for the Full pay on arrival reservations
3.5. Parties agree that for the Full pay on arrival reservations the Partner provides
______________ with the Rates, which are the reduced prices of the Partner’s provided
vehicle rent services. The Parties in Annex 1 of this Agreement shall agree amount of the
Rates and ______________’s Commission.

3.6. The prices displayed on Search Engine shall be the Displayed Price, which includes the
Commission and Rate, without identifying the amount of each to the Customer.
 Option 1 for Mandatory extras purchased through ______________ webpage
3.7. Parties agree that the Partner provides ______________ with rates for the Mandatory
extras. ______________ adds its Commission to the Partner`s provided rates of the
Mandatory extras, when they are purchased through ______________ webpage. Amount of
the Rates and ______________’s Commission shall be agreed by the Parties in the Annex1
of this Agreement.
Option 2 for Mandatory extras purchased through ______________ webpage
3.7. Parties agree that ______________ shall not add and respectively collect its
Commission from the Customer for the Mandatory extras purchased through
______________ webpage.
Option 1 for additional services purchased through ______________ webpage
3.8. Parties agree that the Partner provides ______________ with rates for the additional
services. ______________ adds its Commission to the Partner`s provided rates of the
additional services, extras, etc., when they are purchased through ______________
webpage. Amount of the Rates and ______________’s Commission shall be agreed by the
Parties in Annex 1 of this Agreement.
Option 2 for additional services purchased through ______________ webpage
3.8. Parties agree that ______________ shall not add and respectively collect its
Commission from the Customer for the additional services, extras, etc purchased through
______________ webpage.

3.9. Parties agree that for the Full prepayment Reservations the Partner provides
______________ with additional discount to the Mandatory extras and additional services
rate. Amount of the additional discount shall be agreed by the Parties in the Annex1 of this
Agreement.
3.10. Rates are calculated on a twenty-four (24) hour basis and are shown on ______________
websites.
3.11. The Partner agrees that the Vehicle Displayed Price shall be calculated on the booking
date.
3.12. In case if inaccuracy in rates or conditions has arisen and the Reservation has been
confirmed without noticing ______________ about any discrepancy, the Partner has no
rights to overcharge the Customer upon contract signed between the Partner and the
Customer. The Partner must respect price policy and provide the vehicle to the Customer
based on prices and conditions, confirmed to ______________.
4. RESERVATION
4.1. The Parties agree that the Partner, sending ______________ the Rates on a regular basis or
from time to time, also indicates the type of reservation applicable to the provided offer.
Reservations can be of the following types:
4.1.1. On request reservations – ______________ prior to confirm the Reservation
details to the Customer shall receive the Reservation confirmation from the
Partner;
4.1.2. Freesell reservations - the Partner determines the offer/part of the offer for
which the confirmation of the Partner is not required.
4.2. The ______________ receives the Reservation request from the Customer, collects the
Customer personal information (name, surname, date of birth, email address) and
 reservation details (chosen vehicle, location details, rent period) and other important
information, and transmits this information to the Partner.
4.3. The Partner undertakes to confirm or decline a Reservation as soon as possible but not later
than within twelve (12) hours from the moment of receiving the Reservation request.
4.4. In case if Parties agrees on the “freesell” reservations, The Partner’s response is not
required.
4.5. After confirmation received from the Partner, ______________ issues the Voucher to the
Customer, which shows Reservation details, the amount of pre-payment paid by the
Customer and the amount due to be paid to the Partner at time of vehicle pick-up.
4.6. In case of the Alternative reservation, ______________ issues the Voucher to the
Customer and to the Partner, only after the Customer accepts the Partner`s alternative
reservation offer.
4.7. Each Voucher must contain the following information – ______________ generated
reservation number, Partner’s confirmation number, the Customer name, surname, date of
birth, email address, phone number, pick-up location, pick-up date and time, drop-off
location, drop-off date and time, vehicle details, flight/train number (if provided) and
payment details.
4.8. The Customer must sign a rental agreement with the Partner in the respective country of
rental upon the vehicle pick-up. ______________ is not a Party to this agreement.
______________ has no responsibility to any problems arising with the rented vehicle
pursuant to the agreement between the Partner and the Customer or any other problems
between the Customer and the Partner.
4.9. The Partner shall not use the Customer’s information to attempt, persuade or induce the
Customer to make a Reservation outside of Search Engine or to cancel a Reservation. In
case the Partner is making a Reservation directly with Client, without prior
______________ approval, this is classified as partnership violation and the Partner is
obligated to pay a penalty of 20% from total Reservation fee, but not less than 100 EUR for
each case.
5. REPORTING AND INVOICING
5.1. Taking into account that in cases of Full prepayment Reservations and Full pay on arrival
reservations, one of the Party accept full payment for the Reservation from the Customer
and then transfers part of the received payment to the second Party (according to the agreed
Rate and Commission), the Parties undertake to send each other the relevant reports on
paid reservations.
Full prepayment Reservations
Option 1 for ______________ prepared reports
5.2. ______________ up to 5th date of each month shall prepare and send to the Partner the
report corresponding to the Full prepayment Reservations made through the Search Engine
and approved by the Partner (“Report”). The Report shall display the Reservations with
drop-off period ended in the previous month, calculation of the Rate amount for all relevant
Reservations according to the current tariffs, and the marks on cancelled reservations.
5.3. The Partner undertakes to review the Report and send to ______________ its approval or
corrections within three (3) business days from the moment of receiving the Report the
Partner shall mark in its response the bookings with no-show.
Option 2 for Partner prepared reports
5.2. The Partner up to 5th date of each month shall prepare and send to ______________
 the report corresponding to the Full prepayment Reservations made through the Search
Engine and approved by the Partner (“Report”). The Report shall display the Reservations
with drop-off period ended in the previous month, calculation of the Rate amount for all
relevant Reservations according to the current tariffs, and marks on bookings with no-
show.
5.3. ______________ undertakes to review the Report and send to the Partner its approval
or corrections within three (3) business days from the moment of receiving the Report.

5.4. The Partner up to 14th date of each month prepares the invoice according to the approved
Report and sends it to ______________.
5.5. ______________ shall pay the invoice within three (3) business day from the day of receipt
of the invoice.
Full Pay on arrival Reservations
Option 1 for Partner prepared reports
5.6. The Partner up to 5th date of each month shall prepare and send to ______________ the
report corresponding to the Full Pay on arrival Reservations made through the Search
Engine and approved by the Partner (“Report”). The Report shall display the Reservations
with drop off period ended in the previous month, marks on bookings with no-show,
calculation of the ______________ Commission amount for all relevant Reservations
according to the current tariffs.
5.7. ______________ undertakes to review the Report and send to the Partner its approval or
corrections within three (3) business days from the moment of receiving the Report.
Option 2 for ______________ prepared reports
5.6. ______________ up to 5th date of each month shall prepare and send to the Partner the
report corresponding to the Full Pay on arrival Reservations made through the Search
Engine and approved by the Partner (“Report”). The Report shall display the Reservations
with drop off period ended in the previous month, marks on cancelled reservations,
calculation of the ______________ Commission amount for all relevant Reservations
according to the current tariffs.
5.7. The Partner undertakes to review the Report and send to ______________ its approval
or corrections within three (3) business days from the moment of receiving the Report. The
Partner shall mark in its response the bookings with no-show.
5.8. ______________ up to 14th date of each month prepares the invoice according to the
approved Report and sends it to the Partner.
5.9. The Partner shall pay the invoice within three (3) business day from the day of receipt of
the invoice.

6. RIGHTS AND OBLIGATION OF THE PARTIES

6.1. ______________ will retain all rights, title, and interest in Search Engine and all
intellectual property rights therein. The Partner will retain all rights, title, and interest in its
identifying marks, trade names, and other such intellectual property. Each Party reserves all
rights not expressly granted to the other Party in this Agreement.
6.2. The Partner shall provide ______________ comprehensive information regarding vehicles
offered by the Partner including, but not limited to, their prices, availability data and other
similar information.
6.3. ______________ undertakes to publish Partner`s standard terms for vehicle rental (terms
and conditions) information in Rental Conditions.
6.4. The Partner shall inform ______________ about any changes in the information regarding
vehicles and their Rental Conditions, including, but not limited to, Rates, including
Mandatory extras and additional services fees, availability data, Partner`s standard terms
for vehicle rental and other similar information, as soon as it became known, but not later
than within twenty-four (24) hours from the moment the relevant changes are accepted by
the Partner.
6.5. ______________ should process the information received from the Partner in accordance
with Clause 6.4. of this Agreement and update it at ______________ website within
twenty-four (24) hours after ______________ has received the Rates and/or Rental
Conditions or any other changes from the Partner (except Saturdays, Sundays and Public
Holidays in the Republic of Latvia). After the Displayed Rates and/or Rental Conditions
have been uploaded, the Partner will receive a confirmation email from ______________.
6.6. All Reservations made by the Customers within the period specified in clause 6.5. of this
Agreement shall be processed and approved by the Partner in accordance with the
previously published information regarding vehicles and their rental conditions.
6.7. In case the Partner delays to inform ______________ about the changes in the information
regarding vehicles and their rental conditions, the Partner undertakes to provide the
Customer with a service according to the information available at the moment when
Reservation was made. If the Partner is not able to provide service in such manner, the
Partner has to compensate the Customer’s expenses incurred due to using the services of
another ______________provider in accordance with submitted payment document.
6.8. In case the Partner approves a Reservation, but is not able to provide a booked car upon the
Customer's arrival, the Partner is under the obligation to provide the Customer with a
replacement car within the same vehicle group or higher. If the Partner is not able to
provide a replacement car described above, the Partner has to compensate the Customer’s
expenses incurred due to using the services of another ______________provider in
accordance with submitted payment document.
6.9. Should the Partner be unable to provide any vehicle to the Customer at any time after
initially confirming the reservation (after exhausting any and all upgrade to other vehicle
types), the Partner understands that they have full responsibility to the Customer and
absolve ______________ of any liabilities in this regard. This absolution of liability
includes (but not limited to) any compensation (be it monetary or otherwise) for distress
and inconvenience caused by the Partner’s failure to agreed service to the Customer, the
sourcing alternative suitable vehicles from other nearby suppliers or branch offices of the
Partner (“Alternative Suitable Vehicle”), difference in costs of Alternative Suitable Vehicle
(whether that be sourced by ______________ or the Partner) and any other incidental costs
incurred by the Customer. Where the Partner cannot or does not provide adequate
compensation to the Customer, ______________ will assess compensation due based upon
the severity of the incident and will dispense this on the Partner’s behalf to the Customer –
this amount will be communicated to the Partner and the Partner will remain responsible
for the total amount of compensation.
6.10. In case the Partner approves a Reservation, and cancels it before the Customer’s arrival, the
Partner is bound to pay a penalty fee of 50 EUR to ______________ per each case.
6.11. In case of the Customer service escalation, the Partner must reply to ______________
information request within fifteen (15) working days with requested information.
6.12. Since the ______________ provides the Customers Full coverage services, which covers
the Customers expenses listed in ______________ Terms & Conditions, the Partner shall
 provide to the ______________ all documents related to any damage that occurs during the
Customer’s vehicle rent period (such as Partner’s documented assessment of the car when
it was picked up and when it was returned (check-list or pictures); Partner’s Invoice(s)
showing the Customer was charged the deductible/excess, a portion thereof, or other fees;
any other related documents).
7. MODIFICATION AND CANCELLATION OF RESERVATION
7.1. The Customer must contact the Partner in the event of a delayed arrival. In the event of a
flight cancellation or delay ______________ is not responsible for the Customer inability
to pick-on the vehicle on time.
7.2. In case the Partner is informed about the Customer’s flight delay, the Partner has to keep
vehicle available for the Customer up to twenty-four (24) hours. In this case, the Customer
is obligated to pay for full reserved rental period, including delayed time.
7.3. Should the Customer decide to return rented vehicle early during their rental, they shall be
invoiced only for the dates used without resulting in any early return cost.
7.4. The Customer can cancel a Reservation only by contacting ______________ via e-mail
support@______________ ______________ should process the information received from
the Customer and inform the Partner about the cancelation via the email within twenty-four
(24) hours after ______________ has received the cancelation notice from the Customer
(except Saturdays, Sundays and Public Holidays in the Republic of Latvia).
7.5. In case, the Customer has made the Pay on arrival or Full pay on arrival reservation the
Partner sets the twelve (12) hours grace period for the Customer to pick-up the vehicle after
the scheduled vehicle pick-up time.
7.6. In case if the Customer has made the Full prepayment reservation , the Partner’s grace
period for the Customer to pick-up the vehicle after the scheduled vehicle pick-up time
shall last until the end of scheduled drop-off of the rented vehicle.
7.7. ______________ is not responsible for the consequences of the Customer No-show to the
Partner. The Customer No-show case means if, Reservation is made and confirmed and the
Customer did not cancel the Reservation at least an hour before the scheduled vehicle pick-
up time and the relevant Customer does not collect a vehicle (relating to which no
cancellation has been received from ______________) at the scheduled collection time at
the Partner’s rental facility.
7.8. The Customer can modify the Reservation details up to 1 (one) hour before the scheduled
pick-up time.
7.9. Any modifications made by the Customer after the scheduled pick-up time, will be applied
by the Partner, for the prices set by the Partner. ______________ is not responsible for any
modifications made after the scheduled pick-up time.
8. PERSONAL DATA PROTECTION
8.1. Parties undertakes to comply with the Data Protection Legislation in respect of the
processing of the Customers personal data. ______________ warrants that it has
appropriate consents from the Customers in view of the performance of this Agreement by
the Parties, including consents and approvals from the Customers necessary to transfer
applicable Customers` information to the Partner.
8.2. ______________ warrants that it has appropriate operational and technical processes in
place to safeguard against any unauthorised access, loss, destruction, theft, use or
disclosure of any Personal Data.
8.3. For the avoidance of doubt, in respect of this Agreement and in connection with Personal
Data, the Parties acknowledge and agree that each shall be and qualifies as independent
 Data Controller of the Personal Data in its possession.
8.4. Parties undertakes to implement and maintain measures to comply with all applicable laws
governing the processing of such Personal Data.
8.5. As set out in articles 32 to 36 of the GDPR, Parties have certain obligations (e.g.
notification of data breach to the supervisory authority, communication of data breach to
the data subject, making a data protection impact assessment and prior consultation with
the supervisory authority in certain cases). The Parties shall notify other Party of any data
breaches and in all other aspects assist each other in ensuring compliance with articles 32
to 36 of the GDPR
8.6. Parties are allowed to engage a sub-processor in the procession of personal data. Parties shall
ensure that approved sub-processors are bound by written agreements that require them to
comply with corresponding personal data processing obligations to those contained in this
Agreement and the GDPR and any other applicable data privacy laws.

9. CONFIDENTIAL INFORMATION

9.1. Parties agree to keep confidential, where possible, agreed Rental Prices. At the end of each
calendar year, the Partner will allocate a certain amount of fleet based on proposed fleet
allotment management programme and to be signed as an appendix at the end of each year
for the next calendar year.
9.2. This Agreement, and any data and information exchanged hereunder, shall be deemed
confidential and proprietary, and neither Party shall make this Agreement or any such data
available to any third party without the express written approval of the other Party.
9.3. Each Party agrees not to use any Confidential Information of the other Party for any
purpose except to exercise its rights and perform its obligations under this Agreement.
9.4. Each Party shall take reasonable measures to protect the secrecy of and avoid disclosure
and unauthorized use of the Confidential Information of the other Party.
9.5. The provisions of this Clause shall not apply to any Confidential Information which:
9.5.1. Was publicly known and made generally available in the public domain;
9.5.2. Is obtained by the Party from a third party without a breach of such third
party’s obligations of confidentiality;
9.5.3. Is independently developed by the Party without use of or reference to other
Party’s Confidential Information;
9.5.4. Is required by law to be disclosed to any person who is authorized by law to
receive the same;
9.5.5. Is disclosed to any consultants, banks, financiers, insurers or advisers to the
Party under a duty of confidence in the same material terms as provided in
this Agreement;
9.5.6. Is obtained from a third party who is lawfully authorized to disclose such
information.
9.6. Confidential Information may be disclosed if and to the extent:
9.6.1. such disclosure is required by law or any regulatory or government authority
to which the receiving party is subject;
9.6.2. the receiving party considers it necessary to disclose the information to its
professional advisers, auditors and bankers provided that it does so on terms
protecting the information;
9.6.3. the information has come into the public domain through no fault of the
 receiving party;
9.6.4. the information was previously disclosed to the receiving party without any
obligation of non-disclosure; or
9.6.5. the disclosing party has given its consent in writing.
9.7. Except for liability arising under "confidentiality" neither Party will be liable to the other
Party for any consequential or incidental damages (including lost or anticipated revenues or
profits relating to the same), or cost arising from any claim relating to this Agreement,
whether such claim is based on warranty, contract, tort (including negligence), even if an
authorized representative of such Party is advised of the possibility of such damages.
10. TERM AND TERMINATION
10.1. This Agreement shall come into force upon its signature by both Parties and shall continue
in force for an initial term of one year.
10.2. Agreement will automatically renew for additional one-year term, without the signing of a
new, written agreement unless earlier terminated in accordance with Point 6.3.
10.3. Agreement may be terminated as described below:
10.3.1. Either Party shall have the right to terminate this Agreement for any reason
or no reason upon 30 days prior written notice to the other Party;
10.3.2. Either Party may immediately terminate this Agreement upon written notice:
10.3.2.1. Upon the institution by the other Party of bankruptcy proceedings
or any other proceedings for the settlement of its debts;
10.3.2.2. The Partner or ______________ have breached the Agreement
and the offending Party has been notified in writing of the breach
and given fourteen (14) days to remedy the same and fails to do
so.
10.4. All obligations of the Parties will terminate upon the termination of this Agreement.
10.5. The Partner shall honour all Reservations made through ______________ that were
reserved and confirmed prior to the termination of this Agreement.
10.6. In case of total or partial non-performance by either party due to the cause outside the
control of the Party, such as labour strikes, failure of vehicle manufacturers to deliver
vehicles, natural catastrophes, acts of God, the forces of nature, accident, war or war like
activity, or shortage or rationing of motor vehicle fuel or the occurrence of any other event
which is not within that Party’s reasonable control shall not constitute a breach of this
Agreement. Termination of completion of obligations shall be extended for a period equal
to the period of time affected due to a Force Majeure. In the event the aforementioned
cause continues more than 3 (three) months, any of the Parties shall be entitled to break the
Agreement, in this case neither of the Parties shall be entitled to receive any compensation
of losses. The Party, who held liable for failure due to a Force Majeure, shall notice
immediately the other Party on occurring of such a cause. This clause shall not excuse the
non-payment or late payment of any monetary obligation by any party.
11. ADDITIONAL PROVISIONS
11.1. This Agreement and any documents referred to or annexed to it constitutes the entire
agreement between the Parties with respect to the subject matter hereof, and no statement
or inducement with respect to the subject matter hereof by the Party which is not contained
in this Agreement shall be valid or binding between the Parties. This Agreement
supersedes, terminates and replaces all prior agreements between the Parties with respect to
the subject matter hereof.
 11.2. The agreed Annex1 to this Agreement and any future Schedules agreed between the Parties
constitutes an integral part of this Agreement.
11.3. Any renewal, modification or alteration of this Agreement, including the schedules, shall
not come into effect until both Parties sign it.
11.4. Agreement is concluded in good faith. Therefore, the Parties shall endeavour to resolve
amicably the disputes arising in connection with the performance of this Agreement.
11.5. All disputes between the Parties arising out of or relating to this Agreement shall be
resolved by mutual negotiation. If the dispute is not resolved within a maximum of thirty
(30) days, such dispute shall be referred to the court of the Republic of Latvia for
consideration.
11.6. This Agreement shall be governed in all respects whether as to validity, construction,
capacity, performance or otherwise, by the laws of the Republic of Latvia.
11.7. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the
legality, validity and enforceability of the remaining provisions of this Agreement shall not
be affected or impaired thereby and the Parties shall endeavour in good faith negotiations
to replace the illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provision.
11.8. Neither this Agreement nor any rights under this Agreement may be transferred by either
Party, in whole or in part without the other Party’s prior written consent.
11.9. Nothing in this Agreement shall prohibit either Party hereto from entering into the same or
similar agreements with any other party.

______________ Ltd. Partner:

___________________________ ___________________________
(Signature, stamp) (Signature, stamp)

By: By:_________________________
Title: Title:_______________________
Date:___________________ Date:_______________________