Co-Operation Agreement

DWC-UAE-AA-03 / 25.10.2016 rv.00

CO-OPERATION AGREEMENT

Between

GLOBALINK LOGISTICS LLC

Dubai, U.A.E.

and

______

1 DWC-UAE-AA-03 / 25.10.2016 rv.00

1. The parties

1. This agreement is entered into between Globalink Logistics LLC with its principal office in ______and branches and subsidiaries in the territories of UAE. Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Uzbekistan, Azerbaijan, Georgia, Armenia, Ukraine, Russia, Pakistan & China on the one part and ______with its principal office in ______and branches and subsidiaries in the territories of ______on the other part.

2. Purpose

2. The parties wish by this agreement to jointly develop their respective freight forwarding businesses by working with each other on a general and specific basis to exploit existing and potential business opportunities within each other’s territories through mutual trading and mutual promotion of each others' business.

3. General Provisions

3.1 Both parties will bear and pay their own communication, travel, advertising and marketing costs in the general promotion of each others' business.

3.2 No party shall be obligated to solicit or engage the services of the other in any forwarding or other business but on invitation from the other party to submit a proposal for its services in respect of any particular forwarding business within its territories a party shall propose to the other party its 'best and most favoured customer' terms for any such business as is reasonably within its capacity and ability to undertake.

3.3 For special shipments, such as transit shipments, dangerous goods, perishable cargo, live animals, etc, the dispatching party must either obtain the specific advance approval from the receiving party prior. In other cases the dispatching party shall send pre-shipment advices to the other party in due course via email as per see Annexes 1 & 2 hereto.

3.4 The receiving party or its appointed broker will process goods for customs clearance and will take care of customs clearance where applicable and required.

3.5 Upon arrival of shipments the receiving party will arrange prompt delivery of documents from the carrier and notify consignees specified in each shipping documents and obtain the consignee’s instructions for the disposition of the shipment. The receiving party shall examine the goods for external visible damages or losses. In every case of damage or loss the party shall hold the carriers responsible in writing and shall inform the sending party by fax or e-mail without delay and seek for further instructions. The receiving party shall clearly state any irregularities concerning the respective shipment on the freight documents in English language.

3.6 No freight and other charges collect shipments are to be sent without the prior advance written agreement of both parties in any case.

4. Trading terms

Save as to the extent of any conflict with the terms herein (and in particular save as to as to the supremacy of the English law and London LMAA arbitration terms herein) all services hereunder shall be provided by each party to the other on its standard trading terms as current from time to time and along with any special terms agreed in any particular case. 2 DWC-UAE-AA-03 / 25.10.2016 rv.00

5. Payment terms

All remittances must be made in currency of the quotation submitted to the other and paid within any credit period as may be agreed. Offset against each other’s invoices or against other claims is not permitted without prior written approval of both parties. Each party remains responsible for payment of funds to the other irrespective of its arrangements with its own customers and any non-payment by same.

6. No Income or Profit Sharing Joint Venture or Partnership or use of each other's names

Nothing in this agreement is intended to be or shall be deemed to be sharing of income or profit so as to constitute any joint venture or partnership between them and neither party can use the name of the other in soliciting or effecting any business.

7. Confidentiality

Both parties agree to keep private and confidential (both during the course of their relationship and at all times thereafter) all information not in the public domain arising out of all and any activities undertaken pursuant to this agreement and to use any such information only for the purpose imparted and not for any other improper purpose such as but not limited to solicitation or appropriation of the other party's customers, goodwill, contractors or employees.

8. Non-Solicitation of each other's employees

Both parties agree not to hire or solicit (directly or indirectly) each others employees (or those of any sub- contractors or agents of the other) for the duration of this contract and for a period of two years thereafter.

9. Non-Solicitation of each other's customers and sub-contractors etc

Both parties agree not to trade with or solicit (directly or indirectly) each others customers, sub-contractors or agents for the duration of this contract and for a period of two years thereafter.

10. Corruption and Bribery

10.1 The parties agree that in connection with the performance of this agreement they shall each; comply at all times with all applicable anti-corruption legislation and have procedures in place that are, to the best of its knowledge and belief, designed to prevent the commission of any offence under such legislation by it or by any person providing services for it or on its behalf; and make and keep books, records, and accounts which in reasonable detail accurately and fairly reflect the transactions in connection with this agreement.

10.2 If either party fails to comply with any applicable anti-corruption legislation it shall defend and indemnify the other party against any fine, penalty, liability, loss or damage and for any related costs (including, without limitation, court costs and legal fees) arising from such breach.

10.3 Without prejudice to any of its other rights under this agreement, either party may terminate this agreement if at any time the other party has committed a breach of any applicable anti-corruption legislation in connection with this agreement; and such breach causes the non-breaching party to be in breach of any applicable anti-corruption legislation.

10.4 Each party also represents and warrants that in connection with the negotiation of this agreement it has not committed any breach of any applicable anti-corruption legislation. Beach of this warranty shall also entitle the other party to terminate this agreement.

3 DWC-UAE-AA-03 / 25.10.2016 rv.00 11. Duration

11.1 This agreement is effective from date of its signing and can be terminated without cause at any time by either party on a sixty days written notice to the other party.

11.2 This agreement will terminate immediately without notice if either party becomes insolvent or undergoes any substantial reorganization or change of ownership.

12. English Law and London LMAA Arbitration

12. This agreement and any business conducted thereunder shall be governed by and construed in accordance with the laws of England and all disputes arising under or in connection with the same shall be referred to arbitration in London conducted in accordance with one of the following London Maritime Arbitrators Association (LMAA) procedures applicable at the date of the commencement of the arbitration proceedings:-

12.1 Where the amount claimed by the Claimants is less than US$400,000.00, excluding interest, (or such other sum as the parties may agree and subject to paragraph (ii) below), the reference shall be to a tribunal of three arbitrators and the arbitration shall be conducted in accordance with the LMAA Intermediate Claims Procedure;

12.2 Where the amount claimed by the Claimants is less than US$100,000.00, excluding interest (or such other sum as the parties may agree) the reference shall be to a sole arbitrator and the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure.

12.3 In any case where the LMAA procedures referred to above do not apply, the reference shall be to three arbitrators in accordance with the LMAA Terms current at the date of commencement of the arbitration proceedings.

IN WITNESS HEREAFTER: Both parties have agreed to all terms of this Agreement which is issued in duplicate in English on the day and year mentioned below.

For and on behalf of GLOBALINK LOGISTICS LLC

______Dated:

For and on behalf of ______

______Dated:

ANNEX 1 – AIRFREIGHT

4 DWC-UAE-AA-03 / 25.10.2016 rv.00

Article 1: SHIPPING ADVISES & PRE ALERTS

The dispatching party is responsible for pre-advising the receiving/notify party at least 48 hours prior to the arrival of shipments at destination via fax or e-mail concerning each consignment, including the following information:

Master Airway bill Number, House Airway bill Number, Flight Schedule, ETD, ETA, Shipper’s details, Consignee’s details, Number of pieces, Weight, Volume. In case of COD or charges collect shipments, exact freight amount to be collected. Purchase Order or Shipper’s Reference numbers to be included whenever required by the importer.

Article 2: DOCUMENTATION

A full set of documents must accompany each shipment. If documents are required earlier by the receiving party to expedite customs clearance and delivery, the sending party will dispatch necessary documents by courier. Facsimile transmission is to be used as and when appropriate.

In the event of consignments being co-loaded with other consolidators, the cargo must be separately manifested and a sub-master shipping document should be issued and consigned to the receiving party.

ANNEX 2 – SURFACE FREIGHT

Article 1: SHIPPING ADVISES

The dispatching party is responsible for pre-advising the receiving/notify party at least 7 days prior to the arrival of shipments at destination via fax or e-mail concerning each consignment, including the following information:

In case of Ocean Freight: Ocean Bills of Lading / House Bills of Lading, Vessel Name, Voyage number, In case of truck Freight: Master CMR, House CMR, Truck number, In case of rail Freight: Waybill/SMGS

And in all cases the estimated time of Departure, Estimated time of Arrival, Shipper’s name, Consignee’s name, Number of pieces, weight, volume In case of COD or charges collect shipments, exact freight amount to be collected. Purchase Order or Shipper’s Reference numbers to be included whenever required by the importer.

Article 2: DOCUMENTATION

5 DWC-UAE-AA-03 / 25.10.2016 rv.00