AGENCY AGREEMENT

Warsaw 12th August 2023

NAME OF COMPANY 1, City, Country, hereinafter referred to as "the Principal"

represented by the Director _____________, on the one hand, and,
NAME OF COMPANY 2, City, Country, hereinafter referred to as "the Agent",
represented by Director _____________, acting on the basis of the Charter, on the other
hand, have concluded the present Agency agreement (hereinafter referred to as "the
Agreement") on the following:

1. Subject Matter of the Contract

1.1 The Agent by order and on behalf of the Principal undertakes, for a fee, to conclude, at the
expense and on behalf of the Principal, one or several contracts for the purchase of goods,
defined in Appendix No. 1 (hereinafter referred to as the "Goods"). The name, characteristics,
quantity, and price of the Goods are determined by Appendix No. 1, which is an integral part of
this Agreement.
1.2 The Agent's proper performance of its obligations under this Agreement shall be deemed to
include the conclusion of a transaction (contract) for the purchase of the Goods with third parties
on behalf of the Principal in accordance with the provisions of this Agreement.
1.3 In the event that the Agent enters into agency agreements with other parties, the subject
matter of which is identical to the subject matter of this Agreement, the Principal shall be
notified by the Agent.
1.4 The Agent has full authority to conclude contracts with third parties for the provision of
agency services, the subject matter of which will be similar to the subject matter of this
Agreement.
1.5 The Agent's authority to act on behalf of the Principal in accordance with the terms of this
Agreement is confirmed by this Agreement and does not require any additional confirmation,
including the issuance of a power of attorney or any other document.

2. Rights and Obligations of the Parties

2.1 The Agent has the right to:
2.1.1 Receive remuneration in accordance with the terms of this Agreement.
2.1.2 Determine independently the methods of performing its obligations under this Agreement.
2.1.3 Conduct negotiations with interested parties in the course of fulfilling this Agreement.
2.1.4 Perform other actions that do not contradict this Agreement and the interests of the
Principal.
2.1.5 Engage other parties to perform this Agreement by concluding appropriate sub-agency
agreements with them.
2.1.6 Require accounting extracts for all agreements for which it is entitled to receive agency
fees.
2.2 The Agent shall:
2.2.1 Study the market in order to find sellers willing to sell the Goods to the Principal.
2.2.2 Provide the Principal, upon request, with written information on the progress of this
Agreement within 5 days of receiving the corresponding request.
2.2.3 Assist the Principal in the transaction (contract) for the purchase of the Goods with third
parties.
2.2.5 Be responsible to the Principal for the actions of sub-agents involved in the performance
of this Agreement.
2.3 The Principal has the right to:
2.3.1 Receive information on the Agent's performance of its obligations under this Agreement in
accordance with the procedure established by the Parties.
2.3.2 Monitor the Agent's compliance with the terms of this Agreement (without interfering with
the Agent's business activities).
2.3.3 Provide the Agent with the documents necessary to fulfill the terms of this Agreement
within 5 working days from the date of signing this Agreement.
2.4 The Principal shall:
2.4.1 Provide the Agent with the information necessary to fulfill this Agreement.
2.4.2 Timely pay the agency fee.
2.4.3 Reimburse the Agent for expenses incurred in connection with the performance of this
Agreement on the basis of relevant documents (checks, receipts, invoices, etc.) within 5 banking
days from the date of the Agent's submission of such documents.

3. Commission
3.1 The Principal undertakes to pay the Agent a commission in the amount of 5% of the
transaction value for the conclusion of a transaction provided for in clause 1.1 of this Agreement.
3.2 The commission is paid to the Agent's current account within 5 banking days from the date
of conclusion of the transaction with the Agent's intermediation.
3.3 By separate agreement of the Parties, the Agent is entitled to an additional commission if he
takes on the obligation to guarantee the performance of an agreement concluded by him in the
interests of the Principal.
3.4 In the event that the Agent ensures the purchase of the Goods on more favorable terms for
the Principal than agreed by the Parties, the Principal pays the Agent an additional commission
of up to 1% of the transaction value. The additional commission is paid to the Agent in
accordance with clause 3.2 of this Agreement.

4. Procedure for acceptance and transfer of services provided

4.1 Acceptance of services provided by the Agent in accordance with the terms of this
Agreement is carried out by drawing up and signing an Act of Acceptance and Transfer of
Services provided by the Parties.
4.2 The Agent forwards the Act of Acceptance and Transfer of Services provided to the
Principal, which the Principal signs within 5 calendar days, if he has no claims to the services
provided.
5. Term of the agreement and other conditions
5.1 This Agreement enters into force from the date of its signing and is valid until December 30,
2025 and until the complete fulfillment of the Parties' obligations under this Agreement.
5.2 Each Party is fully responsible for the correctness of the requisites indicated by it in this
Agreement.
5.3 Changes, additional agreements and appendices to this Agreement are an integral part
thereof.
5.4 The Agreement may be terminated early by agreement of the Parties.
5.5 This Agreement is terminated in the event of the revocation of the Agent's powers by the
Principal. The Principal is obliged to notify the Agent of the termination of this Agreement no
later than 10 days.

6.Responsibility of the Parties and Dispute Resolution

6.1 In case of a breach of their obligations under this Agreement, the Parties shall be held
responsible as defined by this Agreement. A breach of obligation shall mean its non-performance
or improper performance, that is, performance in violation of the conditions defined by the
content of the obligation.
6.2 Payment of contractual penalties by the Party responsible for violating the conditions of this
Agreement, as established by this Agreement, shall not exempt it from the obligation to
compensate the other Party in full for the losses incurred.
6.3 Payment by the Party responsible for violating the conditions of this Agreement of
contractual penalties and/or compensation for losses incurred by such violation shall not exempt
such Party from the obligation to fulfill the conditions of this Agreement in kind.
6.4 The Parties shall not be held responsible for a breach of their obligations under this
Agreement if it occurred through no fault of their own. A Party shall be considered innocent if it
proves that it has taken all measures within its power to properly perform the obligation.
6.5 All disputes related to this Agreement, its conclusion, performance, or termination shall be
resolved through negotiations between the Parties' representatives. If a dispute cannot be
resolved through negotiations, it shall be resolved through legal proceedings.
6.6 For a breach of the obligation to pay the agent's remuneration, as well as additional
remuneration, the Principal undertakes to pay the Agent a penalty in the amount of 0.1% of the
amount of the untimely paid obligation for each day of delay in performance.
6.7 For a breach of the obligation provided for in clause 2.4.3 of this Agreement, the Principal
undertakes to pay the Agent a penalty in the amount of 0.1% of the amount of the untimely paid
obligation for each day of delay in performance.
6.8 For a breach of the obligation provided for in clause 3.2 of this Agreement, the Agent
undertakes to pay the Principal a penalty in the amount of 0.1% of the amount of the untimely
paid obligation for each day of delay in performance.

7.Confidentiality
7.1 Only those persons who are directly involved in the performance of this Agreement may
access the provisions of this Agreement, documentation, and information related to its
performance. Other persons may obtain access to the provisions of this Agreement and other
materials and information only in cases directly provided for by law.
7.2 The Parties are responsible for ensuring the confidentiality of the documentation obtained
during the performance of the Agreement, information, and obtained results.
7.3 The terms of this Agreement and additional agreements and appendices to it, all materials,
documents, information, related to the conclusion and performance of the Agreement, the details
of the Parties, and the mutual obligations of the Parties are confidential. They cannot be
disclosed to third parties without the prior written consent of the other Party to the Agreement,
except in cases when such disclosure is related to obtaining documents for the execution of this
Agreement or payment of taxes, other mandatory payments, and in other cases provided for by
the legislation that regulates the obligations of the Parties to the Agreement.
7.4 The Parties are responsible for maintaining confidentiality for their actions as well as the
actions of their representatives.
7.5 During the term of this Agreement and for a period of 3 years after its termination, the
Parties are not entitled to transfer confidential information obtained as a result of the execution
of this Agreement to third parties or disclose it in any other way, nor should they use such
information dishonestly.
7.6 The Party that violates confidentiality is liable to the other Party in accordance with the law.
7.7 The transfer of confidential information to third parties is not considered a violation of
confidentiality if the non-transfer of such information would be a violation of the law.

8. Force Majeure
8.1 The Parties shall be released from liability for non-performance or improper performance of
the terms of this Agreement in the event of force majeure circumstances during the time such
circumstances exist.
8.2 Force majeure circumstances shall mean: natural disasters (fire, flood, landslide, etc.),
military actions, epidemics, strikes, embargoes, boycotts, decisions and actions of government
authorities that prevent the execution of this Agreement.
8.3 The fact of the occurrence and termination of force majeure circumstances shall be
confirmed by relevant documents, which in accordance with the current legislation serve as
evidence of such circumstances. The Party for whom force majeure circumstances have arisen
must immediately inform the other Party in writing.
8.4 The Party that refers to force majeure circumstances as the reason for improper performance
of its obligations under this Agreement shall be released from liability for such improper
performance of obligations only if the force majeure circumstances referred to by the Party arose
after the conclusion of this Agreement, their occurrence was caused by events beyond the control
of this Party, and this Party took all necessary actions to prevent or eliminate the negative
consequences of such circumstances.

9. Concluding provisions
9.1 In case of violation of their obligations under this agreement, the Parties shall be liable as
specified in this agreement. A violation of the obligation means its non-performance or improper
performance, that is, performance with a violation of the conditions determined by the content of
the obligation.
9.2 The payment by the Party at fault for violating the conditions of this agreement, established
by this agreement, of penalty sanctions does not exempt it from the obligation to compensate the
other Party for the full amount of damages caused.
9.3 The payment by the Party at fault for violating the conditions of this agreement of penalty
sanctions and/or compensation for damages caused by such a violation does not exempt such
Party from the obligation to perform the conditions of this agreement in kind.
9.4 The Parties shall not be liable for a breach of their obligations under this agreement if it
occurred through no fault of their own. A Party shall be deemed not at fault if it proves that it
took all measures within its power to properly perform the obligation.
9.5 All disputes related to this agreement, its conclusion, performance, or termination shall be
resolved through negotiations between the Parties' representatives. If the dispute cannot be
resolved through negotiations, it shall be resolved in court.
9.6 For the breach of the obligation to pay agency fees and additional compensation, the
Principal undertakes to pay the Agent a penalty of 0.1% of the amount of the untimely paid
obligation for each day of delay in performance.
9.7 For the breach of the obligation provided for in clause 2.4.3 of this agreement, the Principal
undertakes to pay the Agent a penalty of 0.1% of the amount of the untimely paid obligation for
each day of delay in performance.
9.8 For the breach of the obligation provided for in clause 3.2 of this agreement, the Agent
undertakes to pay the Principal a penalty of 0.1% of the amount of the untimely paid obligation
for each day of delay in performance.