AGENCY AGREEMENT

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This Agreement is made and entered into this .......... day of October 2004 by and between M/s. Honda Motorbike Company Limited, of _________having its principal place of business at ______, Japan (hereinafter referred to as "HMCL") AND M/s. Shell Corporation, a Proprietorship farm, having its principal place of business at 1st Floor, Sultan Building, 147, Motijheel Commercial 55/1, Dhaka - 1000, Bangladesh (hereinafter referred to as "SC") WHEREAS, HMCL is willing to sell Honda Motorbike, spare parts and all other related equipments / materials of Honda Motorbike in Bangladesh and therefore has expressed its willingness to appoint the "SC" as its sole & exclusive Agent for the territory of Bangladesh regarding the said purpose. AND WHEREAS, the SC agrees and accepts the offer of HMCL to act as HMCL's sole and exclusive agent in Bangladesh in order to sell and promote the Equipments/Machineries/Spare Parts of the H

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