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영문 업무제휴계약서1

CONSULTATION AGREEMENT

THIS CONSULTATION AGREEMENT( Consultation Agreement )made and entered into this day of 1980, by and between ABC & CO.,LTD.(hereinafter referred to as ABC ),a Japanese Corporation,having its place of business at 11, Nihonbashi 1chome, Chuoku, Tokyo,Japan and BCD HOME PRODUCTS, INC.(hereinafter referred to asBCD),a New York Corporation, having its place of business at 1234North Avenue, Albany, New York 12205, U.S.A.

WITNESSETH THAT :

WHEREAS, ABC desires to establish a corporation in New York to import and distribute ABC's products in the U.S. ; and

WHEREAS, ABC presently intends to set up a liaison office in Albany, New York in order to conduct preparatory activities for ABC's substantial business activities in the U.S. ; and

WHEREAS, ABC desires to obtain the benefit of the consultation and services of BCD in connection with the conduct of the business presently or in the future being carried on by ABC and/or ABC's wholly owned subsidiary company in the U.S. and BCD is willing to render much services on the terms herein set forth,

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, it is covenanted and agreed as follows :

Article 1. Consultation

BCD Is hereby employed by ABC as consultant for consultation period commencing on the Effective Date of this Agreement ad ending three(3) months thereafter(the Consultation Period ). If for any reason the Agreement Is not consummated, this Agreement shall be without effect and neither party shall have any liability to the other hereunder.

Article 2. Scope of Services

BCD shall provide consultation, advice and other services to ABC with regard to gas detectors and smoke detectors, surveys on the market trends and future prospects of the above detecting instruments and devices,and any other specific subjects to which the parties may agree from time to time. BCD shall also assist ABC at conferences and provide other specific services to which both parties may agree from time to time. The contents of works by BCD are specified in Exhibit A attacked hereto but are not limited to those set forth therein.

Article 3. Place of Services

BCD may render its services from Albany, New York, U.S.A. or any other location at its convenience. ABC may request BCD to render advice or services in other cities, at conferences, or in Japan as ABC deems necessary. Provided, however, that Albany, New York, shall be subject to the reasonable convenience of BCD and the prior consent of ABC on any expenses which will exceed $ 200 per trip.