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AGREEMENT BETWEEN

GCC USA INC. AND


NYC TEXTILES INC.

Date: June 7, 2012

Owner - GCC USA Inc.


A corporation incorporated under the laws of the State of New York, U.S.A., having its place of business
at 7 West, 34th Street, Suite 639, New York, acting through Mr. _______ its Director, (GCC USA Inc. is
hereinafter referred as the OWNER).

Promoter – NYC Textiles Inc.


A corporation incorporated under the laws of the State of New York, U.S.A., having its place of business
at _____________________, acting through Ms. __________ its Director, Officer and Employee (NYC
Textiles Inc. is hereinafter referred as the PROMOTER).

Considering the fact that the contracting parties have entered into a commercial relationship concerning
the PROMOTER’s management of the OWNER’s office in New York, and to work for the development of
new business for and handling the existing customers of the OWNER, the contracting parties are hereby
documenting the terms of such relationship according to the following clauses and conditions:

1. The OWNER will pay remuneration aggregating US$ 95,000 per month to the PROMOTER for a
period of twelve months starting from the date of signing of this Agreement as consideration for (a) the
PROMOTER’s management of the OWNER’s office situated at 7 West, 34th Street, Suite 639, New
York, including managing office mails, payments and billings to customers, sampling, managing the
DHL courier import account (relating to direct imports from Pakistan), (b) the PROMOTER’s
management of existing accounts and customers of GCC Limited in U.S.A., including participating in
planning and development meetings with customers as and when needed, carrying out customer
visits on required basis and as and when instructed by GCC Limited from Pakistan, and (c) the
PROMOTER’s new business development for the OWNER, including exploring new potential
customers for GCC Limited and the OWNER, exploring new opportunities with existing customers of
GCC Limited in U.S.A., working on comp shop reports, and coming up with concepts and ideas for
new products and designs.

2. The OWNER shall pay the remuneration referred to in Clause 1 above to the PROMOTER on a
monthly basis in arrears. It is acknowledged and agreed that this Agreement shall be deemed to have
taken effect on April 29, 2012, from which date the relationship between the contracting parties
This document is confidential and may be privileged. If you have received it by mistake please notify the sender by return e-
mail and destroy this document. Any unauthorized use or dissemination of this document in whole or in part is strictly prohibited

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underlying this Agreement commenced, and the OWNER has paid to the PROMOTER as at the
signing of this Agreement on June 7, 2012 a sum of US$ 8,444 representing the PROMOTER’s
remuneration for two days of April and the entire month of May 2012.

3. All the employers’ taxes and other liabilities relating to the PROMOTER will be on the PROMOTER’s
account, and the PROMOTER will be responsible for deduction and deposit of the withheld employee
taxes, if any.

4. The PROMOTER shall transmit to the OWNER via electronic mail (a) weekly activity reports
addressed to ________________, (b) monthly summary reports addressed to _______________,
and (c) monthly expense reports addressed to ____________, _______________, and
____________.

5. Timings of the OWNER’s office in New York referred to in Clause 1 above shall be from 8:00 am to
4:00 pm Monday to Friday. Such office shall be closed on Saturday, Sundays and national holidays in
the U.S., with the PROMOTER additionally being entitled to annual leave of absence of up to fifteen
business days, without forfeiting any remuneration.

6. Both the OWNER and the PROMOTER have the right to terminate this Agreement without assigning
any reasons by giving a notice of one month, but such termination shall not affect the rights and
obligations of the contracting parties that have accrued prior to termination.

7. The term of this Agreement is one year, starting from April 29, 2012, with an option to renew it with the
consent of both parties

8. This Agreement in no way empowers the PROMOTER with any general authority to negotiate and/or
conclude contracts on behalf of the OWNER or GCC Limited, nor does this Agreement envisage the
delivery to the PROMOTER of any stock of merchandise belonging the OWNER or GCC Limited for
the purpose of regularly filling in orders on behalf of the OWNER or GCC Limited, as the case may
be.

9. This Agreement shall not render the PROMOTER an employee, partner, or joint venturer with the
OWNER for any purpose. The PROMOTER is and will remain independent in its relationship with the
OWNER. The OWNER shall not be responsible for withholding taxes with respect to the
PROMOTER’s remuneration payable under this Agreement. The PROMOTER shall have no claim
against the OWNER under this Agreement or otherwise for retirement benefits, social security,
worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee
benefits of any kind.
This document is confidential and may be privileged. If you have received it by mistake please notify the sender by return e-
mail and destroy this document. Any unauthorized use or dissemination of this document in whole or in part is strictly prohibited

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10. Unless otherwise agreed or required to disclose under the law, the contracting parties shall ensure
and procure that they, their respective affiliated companies, employees, servants, agents,
professional advisors and consultants keep confidential all terms and conditions hereof and all actions
taken pursuant to this Agreement and all information relating to or acquired from the other party in
connection with the performance of this Agreement.

11. This Agreement shall be governed by and construed in accordance with English law.

12. Any dispute, claim, difference or controversy arising out of, relating to or having any connection with
this Agreement, including any question regarding its existence, validity interpretation, performance or
termination, shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules, by
a sole arbitrator appointed in accordance with the said Rules. The seat and place of arbitration shall
be London, the United Kingdom, and the language used in the arbitral proceedings shall be English.

13. This Agreement may be executed in any number of counterparts, and by the parties on separate
counterparts, each of which is an original but all of which together constitute one and the same
instrument.

On Behalf of GCC USA Inc. On Behalf of NYC Textiles Inc.

___________________________ _____________________________
Mr. Ms.
Director Director

This document is confidential and may be privileged. If you have received it by mistake please notify the sender by return e-
mail and destroy this document. Any unauthorized use or dissemination of this document in whole or in part is strictly prohibited

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