AGENCY AGREEMENT
(INTERNATIONAL)
(NON-EXCLUSIVE)
between
DEPENDABLE GLOBAL EXPRESS, INC. dba DGX (hereinafter “DGX”)
and
SAFINA LOGISTICS (PVT) LTD (hereinafter “SAFINA”)
1. PARTIES, RECITALS
This Agreement is made this 04th
day of July, 2018 by and between Dependable Global Express,
Inc. dba DGX, a California, U.S. Corporation (“DGX”), and SAFINA LOGISTICS (PVT) LTD,
Karachi, Pakistan.
DGX enters into this Agency Agreement on its own behalf. The non-exclusive territory of DGX
is set out in Exhibit A. SAFINA enters into this Agency Agreement on its own behalf and on
behalf of its subsidiaries. SAFINA information is set forth in Exhibit B.
The exhibits to the Agreement - Exhibits A - J, form a part hereof.
2. SCOPE
SAFINA shall be the AGENT of DGX within SAFINA Territory. The parties shall cooperate on
sales and operations in connection with air, sea and land carriages of general commodities as set
forth in Exhibit D.
The Services of this Agreement is limited to the following (delete as applicable):
 Break bulk handling
 Customs clearance
 Express/ courier traffic
 Air consolidation
 IATA shipments
 Air Charter
 Express road traffic
 Ocean consolidation
 Full load container
 Ocean and air projects
 Air and ocean forwarding
 Multimodal projects
and multimodal operations
Each party shall seek to maintain and generate the common traffic within the Territories to their
mutual benefit. In this connection each party shall maintain efficient service operations as to the
principles set out in Exhibit D and by suitable means promote in the Territory the common
transport services set forth above.
With respect to air and sea carriages in-between the Territories each party shall give
consideration to use of the other party's services in such party's territory, including neutral break
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bulk handling, unless specific instructions to the contrary have been given by a customer and
agreed in advance between the parties (the party in the country from where the commodities
originate and the party in the country of destination).
The parties may handle other SAFINAs' traffic only after receiving the other party's consent in
writing. Provided such an Agreement is met, the parties may act in a neutral capacity but must
not solicit sales.
Should SAFINA perform NVOCC services, it agrees to do pursuant to DGX standard Agency
NVOCC Agreement, which Agreement shall be made a part of this Agency Agreement and
attached as Exhibit I.
3. QUALITY
DGX and SAFINA agree to always aim at meeting the needs and expectations of each other and
of their mutual customers by performing the services included herein. In the process of fulfilling
the customer's needs the parties agree to provide each other with complete, correct and timely
information.
The parties agree to offer the customers the right service/product at the right price. DGX and
SAFINA agree to always strive to do the right thing from the beginning.
Both parties agree to instill continuous improvement into the cooperation between the companies
and the services rendered.
4. REGULATORY COMPLIANCE
Each of the parties hereto agrees it shall, at all times, maintain one or more regulatory
compliance persons with appropriately designated title to oversee the existence and maintenance
of the licenses, authorities and certifications each operates under.
Significantly, each party agrees it is and shall remain familiar with the requirements and
standards of, including but not limited to, the Customs-Trade Partnership Against Terrorism (C-
TPAT), Transportation Security Administration (TSA), the Federal Motor Carrier Safety
Administration (FMCSA), and the US Foreign Corrupt Practice Act (FCPCA), US Economic
Sanctions Laws and Regulations including prohibitions on contraband and other product to
countries sanctioned by the US including North Korea, Syria, Iran, and Cuba, and all other
federal and state regulatory schemes.
5. RATES
The buying rates for the common transport services shall be the sum of each party’s out of pocket
cost, excluding internal labor or other costs considered overhead for the services rendered unless
otherwise agreed.
Each party shall provide it’s out of pocket cost excluding internal labor or other costs considered
overhead to the other party and immediately report any changes of the rates.
Each party pledges to fairly and accurately report to the other applicable net/net and buying rate
information.
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6. PROFIT SHARE/ BREAK BULK FEE
Profit with respect to the common services is based on profit airport-airport or profit port-port
shall be shared according to statements in Exhibit C, agreed on a country-by-country basis,
unless otherwise agreed in writing. Each party shall fairly and accurately report relevant
computations
7. SETTLEMENT OF ACCOUNTS
Settlement of accounts for freight, profit and outlays shall take place between the parties every
month as set forth in Exhibit G.
It is the responsibility of the receiving SAFINA to collect all monies due on collect shipments
and as agreed on a case-to-case basis in writing.
The fee for handling COD-shipments is minimum USD $100.00 or 3% percent of CIF value
whichever is greater, in addition the bank remittance fees of USD $45.00 per transaction will be
applicable, unless otherwise agreed in writing from time to time.
Disputes regarding the calculation of the statements shall not delay timely settlement of the
undisputed part(s) of the statements not in dispute.
8. OBLIGATIONS OF SAFINA
SAFINA shall during the term of this Agreement:
(a) Operate and maintain at SAFINA's sole expense one or more offices within each of the
Territories (each a "Facility") (see Schedule A), for the purpose of providing Freight
Forwarding Services. Each facility shall be staffed and operated by a sufficient number of
trained personnel to enable such Facility to provide the required services as set forth in DGX’s
Policy and Procedure Manual; as ·such may be changed from time to time by DGX ("DGX
KPI’s”).
(b) Be responsible for and pay for, except as otherwise specifically provided for herein, all
expenses associated with the operation and maintenance of each Facility including but not
limited to salaries, wages, utilities, rental, telephone expense, taxes, and supplies.
(c) Accept and arrange Freight Forwarding Services as directed by a customer or DGX and
subject to the rules, regulations, systems and other conditions of carriage of DGX in force from
time to time. Such services shall be in conformance with DGX and utilize only DGX’s
approved vendors and SAFINAs, if any, and no other.
(d) Prepare locally required DGX related transportation documents, manifests and any and all
other required documents or papers relating to any Freight Forwarding Services sold by other
party. Any other type of use is unauthorized.
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(e) Complete in a timely manner all procedures relating to any freight shipment, and use its
best efforts to maximize sales of Freight Forwarding Services within the Territories.
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(f) Actively participate and meet the criteria of DGX KPI’s as those indicators are changed from
time-to-time at the sole discretion of DGX.
(g) Inspect all freight shipments received by SAFINA for damage, shortages or other
discrepancy, and upon detection of same to properly notify all necessary parties and
prepare/coordinate all required forms in connection with the processing of any claim, all in a
timely manner.
(h) Operate and maintain each Facility in a first class manner SAFINA shall be responsible for
all costs related to its facilities and operations.
(i) Maintain or cause to be maintained (i) valid policies of insurance, and (ii) such bonds and
policies of general liability and other insurance with respect to SAFINA's employees,
SAFINAs, properties and business o f the kinds and in amounts not less than is customarily
maintained by companies engaged in the same or similar business including but not limited to
worker’s compensation insurance, insurance against fire, damage and theft and insurance
against bodily injury and property damage. Each such bond and policy of insurance shall name
DGX as an additional insured and loss payee, and shall provide that it may not be terminated
except upon thirty (30) days prior written notice to DGX. SAFINA shall furnish certificates of
insurance indicating coverage complying with this section to DGX. The amounts of the
required insurance are hereinafter set forth in Exhibit K.
(j) Co-operate and participate with DGX as required in soliciting sales, whether within or
outside of the Territories being “worked” with DGX.
(k) Prepare charges and invoicing for customers according to generally accepted accounting
principals for only services rendered in accordance with DGX billing practices, a copy of which
Agency hereby acknowledges as received.
(l) SAFINA will not extend credit for DGX and DGX will be due its accounts receivable from
SAFINA.
(m) Secure and maintain all registrations, permits, licenses and authorizations which may be
required by any federal, state or local authority for the provision of services SAFINA renders,
and upon DGX’s request, furnish to DGX evidence of compliance with this section.
(n) Comply and cause each of SAFINA's employees, SAFINAs and subcontractors to comply
with all federal, state and local laws, enactments, regulations, ordinances and rules with
respect to this Agreement and Freight Forwarding Services.
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(o) Be knowledgeable in, keep abreast of and train its employees and SAFINAs in the
requirements of DGX Software Systems and KPI’s; in the handling and transportation of
hazardous material; in
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F.A.A. security regulations; train its employees in the requirements of C-TPAT; train its
employees in the requirements of TSA; and in the requirements of the U.S. Foreign Corrupt
Practices Act (FCPCA), U.S. Economic Sanction Law and Regulations including prohibition and
contraband and other product to countries sanctioned by the U.S. including North Korea, Syria,
Iran and Cuba and all other business and transportation related federal and state statutory
schemes, if applicable.
(p) Not offer, pay or authorize the payment of or promise to pay money, nor offer, give nor
authorize the giving of anything of value, including cash, gifts and entertainment, political or
charitable contributions, either directly or indirectly, to any government official or government
related person or entity for the purpose of benefitting or assisting COMPANY in any way or in
the providing of or ability to provide services.
(q) Utilize only DGXglobal.com for any and all communication without qualification.
(r) Utilize only the DGX website for marketing (no individual websites).
(s) Cooperate with DGX in the processing and handling of cargo claims as to notification,
processing, document organizing and retrieval.
(t) Adhere to DGX’s procedures and operations policies as set forth in DGX operational policies
set forth in Exhibit D.
9. OBLIGATIONS OF DGX
DGX shall during the term of this agreement:
(a) Process and pay claims for damage relating to cargo shipments where applicable.
(b) Pay for all transportation charges and international SAFINA profit share agreed to /
incurred as part of any Freight Forwarding Services provided under this Agreement.
(c) Maintain DGX’s proprietary computer system and provide SAFINA with access thereto,
including all costs related to hardware and software upgrades.
(d) Maintain a listing for each branch Facility in DGX’s office directory.
(e) Maintain valid policies of insurance in amounts and of the type as set forth hereinafter, and
as amended from time to time as relates to Freight Forwarding Services and/or which are
customarily maintained by companies engaged in the freight forwarding business.
(f) Retain or hire carriers, contractors and vendors other than SAFINA to perform pick-up, on
forwarding and delivery services in those cases where the SAFINA is not competitive in
service or price.
(g) Solicit National Account Sales to use the services of DGX. DGX and its employees and
SAFINAs will endeavor to notify SAFINA prior to such solicitation where the SAFINA’s
Territory is involved.
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(h) Keep its name in good standing and good reputation.
(i) Provide sufficient staff of trained personnel to provide the services as required of DGX
under this Agreement.
(j) Process and handle cargo claims, including notification, processing, document organizing,
retrieval and subrogation.
10. CLAIMS HANDLING
The parties agree to handle all claims as set forth in Exhibit H.
11. VENDORS
SAFINA will be responsible for accounts owing to third-party vendors engaged under contracts
or subcontracts by SAFINA. SAFINA agrees that any and all contracts that it enters into and/or
any services it contracts for shall be in its SAFINA name alone. SAFINA agrees at no time in
any contracting situation shall it use d.b.a. DGX or any simile thereof. SAFINA agrees all
payments to either DGX or to any third party vendor or party contracting with SAFINA shall be
paid by SAFINA from its SAFINA account with the only name appearing on that account its
SAFINA name. It is further agreed d.b.a. DGX or a likeness of the DGX name or logo shall
appear nowhere on any SAFINA checking account.
12. SAFINA FINANCIALS
SAFINA will provide to DGX copies of their year end (fiscal or calendar) financial statements
within thirty (30) days of year end. In addition, SAFINA agrees it shall provide to DGX
financial information upon request from DGX no more often than quarterly. The parties hereto
understand and agree that upon review of the financial statements of SAFINA if DGX
determines within its sole discretion that the financial condition of SAFINA may create financial
risk to DGX, DGX may immediately terminate the Agency Agreement upon written notice.
DGX’s acquiescence to a less than favorable financial reporting of SAFINA at one time shall not
at any time in the future on any occasion for some reason or no reason affect the right given
DGX to terminate this Agreement as set forth in section 23 E. Failure to receive financial
statements as required shall not waive DGX’s future rights to receive, or SAFINAs obligation to
submit said financial statements upon request.
13. PROPRIETARY INFORMATION AND CONFIDENTIALITY
DGX and SAFINA recognize that due to the nature of their engagement and business
hereunder and the relationship each to the other’s business, they will have access to and will
acquire and also may assist in developing confidential and proprietary information each to the
other relating to the name, marks, copyrights and logos, as well as business and
operations of each and their affiliates, including, without limiting the generality of the
foregoing, information with respect to customers, vendors, finances, pricing, historical,
present and prospective services, sales and marketing information and data, Freight
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Forwarding Services and information and other business information relating to the terms of
any business relationship (collectively “Proprietary Information” may also be referred to as
“Trade Secrets” and/or “Confidential Information”).
Each acknowledges that such Proprietary Information has been and will continue to be of critical
importance to the business of the other and their affiliates and that disclosure of it or its use by
others could cause substantial loss to each. DGX and SAFINA, together with their principals, agree
that during or after the term of this Agreement, each will not, in any manner, either directly or
indirectly, disclose or communicate to any person, firm or entity, or use in any manner except as
specifically authorized under this Agreement, any Proprietary Information or trade secrets or other
confidential information affecting or relating to the business of each of DGX and SAFINA,
learned by one from the other or any of their respective principals' employees, SAFINAs and
affiliates during the course of the activities contemplated hereunder. All such confidential material
and data shall remain the property of each of the parties hereto. Each party hereto shall return all
such materials and data, and all copies thereof and excerpts therefrom, to the other promptly on
demand, and in any event upon termination of this Agreement, and will retain no copies thereof or
excerpts therefrom. The provisions of this Section shall survive termination of this Agreement and
shall continue until such trade secrets and confidential information become public knowledge
through no fault of such party or any of its employees, SAFINAs or dealers.
Notwithstanding the foregoing, the parties acknowledge each will be using customer lists and
shippers information relative thereto in connection with its operations under this agreement
and will be developing customers during the ordinary course of business. The parties
acknowledge that these customer lists and information are proprietary information of each of
DGX and SAFINA as the case may be and are subject to this confidentiality clause, but also
subject to paragraph 14 hereof.
14. NON-COMPETE / NON-SOLICITATION
DGX and SAFINA, and each of its principals, agree that each will not directly or indirectly:
(a) During the term of this Agreement, except in the course of the engagement hereunder,
engage or invest in, own, manage, operate, finance, control, or participate in the ownership,
management, operation, financing, or control of, be employed by, associated with, or in any
manner connected with, lend his name or any similar name to, lend his credit to or render
services or advice to, any business whose services or activities compete in whole or in part with
the services or activities of the other, including unapproved vendors (as to DGX) or any other
entity controlling, controlled by or under common control with DGX or SAFINA, as the case
may be, (hereinafter called "Affiliate") anywhere within the United States; provided, however,
that SAFINA and its principals may purchase or otherwise acquire up to ( but no more than)
one percent of any class of securities of any enterprise ( but without otherwise participating in
the activities of such enterprise) if such securities are listed on any national or regional
securities exchange or have been registered under section 12(g) of the Securities Exchange
Act of 1934;
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(b)At any time during the term of this Agreement and for six months following the termination
of this Agreement, as to 14.b. (i) only, and for one year as to 14.b. (ii) and (iii), whether for
DGX or SAFINA’s own account, as the case may be, or the account of any other person or
entity, except to the extent necessary for the performance of his duties hereunder, (i) solicit
business of the same or similar type being carried on by each of DGX and SAFINA, or any
Affiliate, from any person known by either or such principal to be a customer of the other,
whether or not such party or such principal has personal contact with such person during and
by reason of the engagement hereunder, (ii) solicit, employ, or otherwise as an employee,
independent contractor, or otherwise, any person who is an employee of the other or any
Affiliate at any time during the term hereof or with the other’s or any Affiliate’s
relationship in any manner induce or attempt to induce any employee of DGX or any
Affiliate to terminate his employment with DGX or any Affiliate, and especially when SAFINA
becomes associated with a competing business as previously mentioned; or (iii) interfere with
DGX’s or any Affiliate's relationship with any person, including any person who at any time
during the term hereof or after, as set forth above, was an employee, contractor, vendor,
supplier, or customer of each of DGX or SAFINA, as the case may be, or any Affiliate. In
addition, each party hereto agrees it shall not independently or in concert with another person or
entity “target” or take away each from the other the valuable customers, employees or vendors of
each.
If any covenant in this Section 14 is held to be unreasonable, arbitrary, or against public
policy, such covenant will be considered to be divisible with respect to scope, time, and
geographic area, and such lesser scope, time or geographic area, or all of them, as a court of
competent jurisdiction may determine to be reasonable, not arbitrary, and not against public
policy, and, as so modified, will be effective, binding, and enforceable against the parties
hereto.
15.TRADENAMES, TRADEMARKS, LOGOS AND PROPRIETARY INTEREST
THEREIN
Each of the parties hereto agrees that the name, marks, logos and copyrights are proprietary to,
owned by and the property of, in DGX’s case, DGX and, in SAFINA’s case, SAFINA
respectively. Each waives any right, title and/or interest and acknowledges and agrees that each
acquires no or gains no right, title or interest by reason of this business relationship in the name,
marks, logos or copyrights of the other and including each of the other’s proprietary information.
SAFINA acknowledges it will be utilizing the DGX name, marks, copyrights and logos in
connection with the marketing of the business contemplated hereunder and further specifically
acknowledges that by that use it gains no right of any type or kind whatsoever to continue the use
of the name, marks, copyrights or logos following the termination of this Agreement. In that
regard, SAFINA agrees at the time of termination to immediately re-brand any and all of its
business related and associated property of any type of kind whatsoever from the DGX name,
including DGX’s affiliated and owned companies in interest. During the term of this
Agreement, DGX grants to SAFINA a non-exclusive license to use the DGX name, marks, logos
and copyrights only for the purposes as contemplated by this Agreement. An executed Licensing
Agreement is attached hereto as Exhibit F.
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16. INDEMNIFICATION
SAFINA hereby covenants and agrees to indemnify and hold DGX harmless from and against
any and all claims, actions, proceedings, losses, liabilities, damages, costs and expenses,
including attorney's and expert fees, court costs and sums paid in settlement of litigation,
pending or threatened, arising out of or relating to (i) any breach by SAFINA of any provision
of this Agreement or (ii) any activities undertaken by SAFINA in violation of, or outside the
scope of, this Agreement.
DGX hereby covenants and agrees to indemnify and hold SAFINA harmless from and against
any and all claims, actions, proceedings, losses, liabilities, damages, costs and expenses,
including attorney's and expert fees, court costs and sums paid in settlement of litigation,
pending or threatened, arising out of or relating to (i) any breach by DGX of any provision of
this Agreement or (ii) any activities undertaken by DGX in violation of, or outside the scope
of, this Agreement.
Special Indemnity where SAFINA uses DGX’s Ocean Bill of Lading. See Exhibit I for Ocean
Bill of Lading and Letter of Indemnity.
17. AUDIT
Information supplied pursuant to the terms of this Agreement shall be subject to audit by either
party upon reasonable notice, but no more frequently than annually except for fraud.
18. BUSINESS DOCUMENTS
The parties agree to act in good faith and act in a reasonable manner to maintain profitable
business relations with the other's customers, clients, SAFINAs and vendors. SAFINA agrees to
maintain training, procedures, licenses, permits, and certifications necessary to insure the safe
and efficient handling of cargo in their possession or control. Where SAFINA transports cargo
utilizing transportation documents incorporating DGX trade name or trademark, SAFINA shall
only utilize those documents prepared, formulated and approved by DGX. DGX’s approved
Ocean Bill of Lading will require Letter of Indemnity as set forth in Exhibit I.
19. GOVERNMENT COMPLIANCE; LAWS AND REGULATION
SAFINA agrees to comply with all regulations, rules and laws applicable to the assigned
territory, whether national, territorial or local.
20. BAD DEBT
Any bad debt loss arising as the result of services rendered by SAFINA to any customer on a
credit basis not approved by DGX will be the sole responsibility of SAFINA. SAFINA agrees to
indemnify and hold DGX harmless therefrom.
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21. INSURANCE
SAFINA agrees to maintain bill of lading and liability and errors & omissions insurance in
amounts and forms acceptable to DGX. If SAFINA currently has no insurance, then SAFINA
shall obtain and/or have insurance, as set forth in Exhibit J prior thirty (30) days of execution of
this Agreement.
22. UNCOLLECTED REVENUE
Each party agrees to use best efforts to collect any or all uncollected revenues with the explicit
understanding that if either party extends credit and fails to collect revenue, it shall nevertheless
owe the other party its share of those revenues just as if the revenues had been collected. As to
those revenues to be collected under the instruction “Freight Collect,” should either party fail to
collect as instructed, the other party agrees such failure is the sole responsibility of the party that
failed to collect and the party that failed to collect shall owe the uncollected freight charges.
23. TERMINATION
A. Probationary Period and Notice of Revocation: During the first ninety (90) days of this
Agreement, either party may terminate with or without cause on seven (7) days written
notice to the other. Written notice may occur by telefax. Thereafter, either party may
terminate this Agreement with or without cause upon thirty (30) days written notice.
B. Term. The initial term of this Agreement shall be for a period of 90 days from the date of
this Agreement (the probationary period). If neither party terminates the Agreement during
the probationary period, then the term of the Agreement shall be for one (1) additional year.
Thereafter, the Agreement will be automatically renewed for successive one-year terms,
unless either party gives the other written notice of termination at least thirty (30) days
prior to the expiration of the then current term.
C. If, during any consecutive six (6) month calendar period beginning after the first three
months of this Agreement, sales of Services (as set forth in section 2 hereof) does not equal
or exceed the Minimum Sales Level for that period as set forth in Exhibit E hereof, DGX
may then give SAFINA written notice that SAFINA is being placed on review for the next
six calendar months. If at the end of the review period, SAFINA has not achieved the
Minimum Sales Level for the review period in excess of that required on Exhibit E, then
DGX may terminate this Agreement.
D. If, during any six (6) months in any calendar year or during four (4) consecutive months
DGX receives three (3) or more customer service complaints about SAFINA, DGX may then
give SAFINA notice that SAFINA is being placed on review for the next three (3) calendar
months. If at the end of the review period SAFINA has not significantly reduced service
problem reporting, then DGX may, at its option, terminate this Agreement.
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E. The parties understand and agree the Agency Agreement between DGX and SAFINA shall
terminate immediately upon the occurrence of any of the following:
a. The declaration in bankruptcy by SAFINA.
b. The appointment of a receiver to handle the business affairs of SAFINA.
c. The death of any of the principals of SAFINA.
d. DGX’s determination within its sole discretion finds that SAFINA financials
indicate SAFINA may create a financial risk to DGX.
e. DGX’s determination within its sole discretion finds that SAFINA has violated
DGX License Agreement with SAFINA.
f. DGX’s determination within its sole discretion finds that SAFINA has violated
the provisions of section 13 hereof (Non-Solicitation and Proprietary
Information).
g. Negligence by SAFINA.
F. Upon termination of this Agreement, SAFINA understands the Licensing Agreement
attached, as a part hereof, if any, shall terminate concurrently. Further, should the
Licensing Agreement terminate for any reason, its non-existence may be a determining
factor and basis for Licensors’ refusal to renew this Agency Agreement.
24. SPECIAL SERVICE CONDITIONS, LIABILITY, LIEN ETC.
Services rendered by DGX or SAFINA when acting as a freight forwarder with carrier's
liability (House Air waybill/own Bill Of Lading/or fixed price) are subject to review by the other
party and subject to modification by mutual agreement.
Either of the parties has the right to refuse handling the other party’s air and sea carriages
because of insufficient provisions contained written Terms of Carriage or Terms & Conditions of
Service provided only that the party refusing the handling has stated a clear reason thereto in
writing.
25. AMENDMENTS
Any alteration made in connection hereto shall be made in writing as an amendment to the
Agreement and signed by both parties to be valid.
26. ENTIRE AGREEMENT
The parties agree the contents of this Agreement constitute the entire Agreement between the
parties and no statement or writings not a part of this Agreement shall be considered binding
upon the parties.
27. SEVERANCE
If any part of this Agreement is found to be unenforceable by an arbitrator or court of law, then
such clause shall be severed from the contract and the remaining portions continue to be
enforceable.
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28. DISPUTES, APPLICABLE LAW AND ARBITRATION
Any disputes between the parties are to be discussed between their respective top managers with
a view to reaching settlement and resolution quickly and amicably and thereby avoid arbitration
proceedings.
All unresolved disputes shall be submitted to binding arbitration. SAFINA irrevocably agrees
any disputes shall be submitted to binding arbitration in the United States of America, State of
California, County of Los Angeles under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce. The language of arbitration shall be English. Controlling
law shall be U.S. law or California law, as applicable. The prevailing party shall be entitled to
reasonable attorneys’ fees and court costs.
29. INTERPRETATION
This Agreement is written in English.
SAFINA agrees it understands this Agreement either because of familiarity with the English
language or because the Agreement has been translated to the language of SAFINA’s choice, or
both.
Dependable Global Express, Inc. SAFINA LOGISTICS (PVT) LTD
Signature Signature
Place Place
Date Date
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Exhibit A
(To Agency Agreement between SAFINA and DGX)
DGX Territory – DGX Network of Offices and Locations, including Contracted SAFINAs.
Domestic Locations / Offices
HEADQUARTERS:
LOS ANGELES** DGX – Corporate Office /
Freight Terminal
19201 S. Susana Road Rancho Dominguez, CA 90221
888.488.4888 Toll Free 310.669.8888 Tel 310.868.5431 Fax
Email: info.losangeles@dgxglobal.com
DGX (Global Forwarding)
International Air Freight - Ocean Freight – Domestic Air
Freight (Including all 50 states & 16 US territories)
International Ocean Freight – Customs Brokerage
(North America) Project Logistics
DHX – Dependable Hawaiian Express (USA Domestic
Forwarding)
Ocean Freight – (Hawaii, Guam, and other domestic
destinations)
Project Logistics – (Hawaii, Guam, and other domestic
destinations)
International Locations / Offices
American Samoa (Pago Pago)
DGX-Dependable Global Express
Litani Plaza Building, Nu’uli Main Road,
Pago Pago, American Samoa
Tel:684.699.6178 Fax:684.699.6188
Email:info.americansamoa@dgxglobal.co
m
Australia / Melbourne
DGX Australia Pty Ltd
Level 1, 5A Dib Court Tullamarine,
VIC 3043, Australia
Tel:61.3.8336.1933 Fax:61.3.8336.1944
Email: info.australia@dgxglobal.com
Australia / Sydney
DGX Australia Pty Ltd
Unit 5, 56 Church Ave. Mascot,
NSW 2020, Australia
Tel:61.2.9700.7577 Fax:61.2.9700.9755
Email: info.australia@dgxglobal.com
China, Shanghai
DGX (Shanghai) Co.Ltd.
1402 The Nankai Mansion No.1332 Lu Jia
Bang Rd, Shanghai 200011 P.R. China
Tel:86.21.6377.0929 Fax:86.21.6377.3217
Email: info.china@dgxglobal.com.cn
China, Chongqing
DGX-Dependable Global Express
9-10-09 Duhuishouzhan No.6 Xingai Rd.
Longhi St., Yubei District, Chongqing
P.R. China
Tel: 86.177.8300.2226
Email: info.china@dgxglobal.com.cn
Hong Kong – DGX (H.K.) Limited
Unit C, 6th
floor, Gold King Industrial Bldg.
No.35-41 Tai Lin Pai Rd, Kwai Chung,
New Territories Kowloon, Hong Kong
Tel:852.3421.2950 Fax:852.3421.1898
Email:info.hongkong@dgxglobal.com
India-DGX Logistics India Pvt.Ltd.
506-B Raylon Arcade,
Ramkrishna Mandir Road Kondivita,
Andheri (East) Mumbai 400 059, India
Tel:91.22.4051.3131 Fax:91.22.4051.3132
Email: info.india@dgxglobal.com
Japan – DGX Japan Limited
Zenkoku Tobacco Bldg, 5F, 1-10-1
Shiba-Daimon, Minato-ku, Tokyo
105-0012, Japan
Tel:03.5776.7401 Fax:03.3432.6340
Email: info.japan@dgxglobal.com
Malaysia – DGX Dependable Global
Express (M) Sdn Bhd
Lot 37, Lebuh Sultan Mohamad 1,
Kawasan Perindustrian Bandar Sultan
Suleiman 42000 Port Klang. Selangor,
Malaysia
Tel:603.3176.5249 Fax:603.3176.3993
Email. Info.malaysia@dgxglobal.com
New Zealand – DGX(NZ) Ltd
167 Montgomerie Road, Airport Oaks,
Mangere, Auckland 2022, New Zealand
Tel:64.9.9684.500 Fax:64.9.9684.503
Email: info.newzealand@dgxglobal.com
Philippines (Cebu) – DGX Phils.Inc.
Block 2 Lot 2, La Aldea Buena Mactan,
Timpolok Road, Brgy. Babag 1
Lapu Lapu City, Cebu, Philippines 6015
Tel:63.32.2367836 Fax:63.32.2360422
Email: info.philippines@dgxglobal.com
Philippines (Manila) DGX Phils.Inc.
3rd
Floor, 7033 Agape Bldg Kabihasnan
San Dionisio, Paranaque, Philippines
1700
Tel: 02.478.7945 Fax:02.478.7946
Email: info.philippines@dgxglobal.com
Singapore-DGX Singapore Pte.Ltd.
2 Kim Chuan Drive, #08-04,
CSI Distribution Center, 537080
Singapore
Tel: 65.6225.1737 Fax: 65.6223.2151
Email: info.singapore@dgxglobal.com
EXHIBIT B
Page 16 of 26

(To Agency Agreement between SAFINA and DGX)
PARTY TO THE AGREEMENT
AGENT Firm Name: SAFINA LOGISTICS (PVT) LTD
Country of
Incorporation:
PAKISTAN
Registration No.: 4005106-4
Address: SUITE # 1013, 10TH
FLOOR, CHAPAL PLAZA, HASRAT MOHANI
ROAD, I.I CHUNRIGAR ROAD KARACHI.
Territory: SINDH
Ownership: MR. ABDUL RAZZAK/ MR. KHALID GHAFFAR
Contact Name: MR, KHALID GHAFFAR
Phone: 021-32468121-24
Email: khalid@safinalogistics.com
Fax: 02132468125
Page 17 of 26

EXHIBIT C
(To Agency Agreement between SAFINA and DGX)
PROFIT SHARE/ BREAK BULK FEE
Profit with respect to the common services, is based on profit airport-airport or profit port-port shall
be shared according to the following Agreement:
PROFIT SPLIT ON ROUTED TRAFFIC ONLY
BREAK BULK: MINIMUM OR PER HAWB/ HBL
Page 18 of 26

EXHIBIT D – STANDARD OF OPERATIONS
(To Agency Agreement between SAFINA and DGX)
OPERATION DETAILS
1. Each Party shall keep EDI; e-mail and telefax lines open at all times.
2. Information regarding services provided by both parties have to be notified to the other in
writing.
3. The Party sending goods shall:
a) When acting as a freight forwarder with carrier liability, utilize transportation documents
previously approved by DGX.
b) Alert to the receiving party for each consolidation or shipment. Alert will include, among
other things, information about:
Master Air waybill (MAWB) number /Ocean carrier B/L -number; MAWB date/Ocean
carrier B/L date; Airlines/Ocean carriers; Flight/voyage numbers; HAWB/House IATA
Multimodal Bill of Lading B/L numbers; Total number of packages; Total weight; Shipper;
Consignee; Possible CC, COD, CAD or LC instructions; Possible special orders regarding
time for delivery, place of delivery etc.
c) Issue Master Air waybill freight-prepaid, unless otherwise agreed. Issue Carriers Ocean Bill
of lading freight collect, unless otherwise agreed. Collect charges are to be stated in the
manifest, which may also act as an invoice.
d) Attach to MAWB's/Ocean carrier B/L's international manifest of shipments in
consolidation, HAWB's/House B/L's and all necessary customs clearance documents etc.
e) Ship consignments timely in accordance with customer’s directions.
f) Report immediately if the goods have not departed as booked
g) Do not send live animals unless previously agreed.
h) Do not send private persons removal goods unless previously agreed.
i) Report any irregularities as to the consignments - shortage, damage, delay etc. immediately
to the receiving party (see also H - Claims Handling Agreement).
4. The party receiving the goods shall:
a) Report any irregularities as to the consignments - shortage, damage, delay etc. immediately
to the sending party.
b) Return to the sending party a copy of the manifest showing disposition of each shipment in
the consolidation.
Page 19 of 26

EXHIBIT E
(To Agency Agreement between SAFINA and DGX)
SALES ACTIVITIES
1. The sales activities carried out by each of the parties shall include accounts in SAFINA territory
and the DGX territory.
2. The sales activities and the results thereof shall be mutually reviewed each year.
3. SAFINA and DGX shall promote and sell each others services to the best of their knowledge and
capabilities
4. Requests for special quotations have to be answered within 24-hours, excluding Saturdays,
Sundays and holidays.
5. Results of important sales calls and/or telephone calls, which are of mutual interest, to be shared
among each other.
6. Both parties agree to regular consignee selling by a representative of the parties’ sales force or
management.
7. The receiving party shall respond to Exchange of sales leads within 5 business days. The
receiving party shall respond to Exchange of routing orders within 24 hours.
8. The sales activities carried out by each of the parties shall include accounts in SAFINA territory
and the DGX territory.
9. The sales activities and the results thereof shall be mutually reviewed each year.
10. SAFINA and DGX shall promote and sell each others services to the best of their knowledge and
capabilities
11. Requests for special quotations have to be answered within 24-hours, excluding Saturdays,
Sundays and holidays.
12. Results of important sales calls and/or telephone calls, which are of mutual interest, to be shared
among each other.
13. Both parties agree to regular consignee selling by a representative of the parties’ sales force or
management.
Page 20 of 26

14. The sales activities carried out by each of the parties shall include accounts in SAFINA territory
and the DGX territory.
15. The sales activities and the results thereof shall be mutually reviewed each year.
16. SAFINA and DGX shall promote and sell each others services to the best of their knowledge and
capabilities
17. Requests for special quotations have to be answered within 24-hours, excluding Saturdays,
Sundays and holidays.
18. Results of important sales calls and/or telephone calls, which are of mutual interest, to be shared
among each other.
19. Both parties agree to regular consignee selling by a representative of the parties’ sales force or
management.
Page 21 of 26

EXHIBIT F
(To Agency Agreement between SAFINA and DGX)
DGX TRADE, TRADE NAME AND LOGOTYPE
SAFINA hereby acknowledges and agrees that DGX utilizes the trade name and style of “Dependable
Global Express, Inc.” and “DGX” together with various forms of taglines, trademarks and logos. It is
further acknowledged and agreed that these taglines, trademarks and logos take the form
fundamentally of use of a DGX symbol and/or name. It is acknowledged and agreed that the
fundamental forms are then modified and changed from time to time to add various distinguishing
marks or symbols for various applications, to individualize the fundamental trademark or logo.
With such acknowledgment, understanding and Agreement in mind, SAFINA hereby agrees that it
does not now and shall not in the future, acquire in any way whatsoever any type or form of legal,
equitable or other interest whatsoever in the trade name, the trademarks and logos in their various
forms of “Dependable Global Express, Inc.” It is further acknowledged and agreed that by entering
into the instant Agreement, DGX is not, in any form or way whatsoever, transferring any proprietary
or other interest in and to its trade name or trademarks and logos in their various forms to SAFINA.
No interest in the trade name, trademarks or logos of DGX is being transferred by “DGX,” and no
interest therein whatsoever is being acquired by SAFINA
Acknowledged and agreed by:
Dependable Global Express, Inc. SAFINA LOGISTICS (PVT) LTD
Signature Signature
Place Place
Date Date
Page 22 of 26

EXHIBIT G
(To Agency Agreement between SAFINA and DGX)
SETTLEMENT OF ACCOUNTS FOR FREIGHT, PROFIT AND OUTLAYS
In the interest of timelier, efficient contra-settlements, we request your concurrence and agreement to
the following Policy of our International Settlement Schedule:
7th
OF EACH MONTH STATEMENTS EXCHANGED; RECEIPT CONFIRMED
14TH
OF EACH MONTH INQUIRIES MADE; DOCUMENTS REQUESTED, ETC.
21ST
OF EACH MONTH RESEARCH COMPLETED; PROPOSED SETTLEMENT
EXCHANGED
28TH
OF EACH MONTH SETTLEMENT; WIRE TRANSFER CONFIRMED
All agreed items are to be paid by the last day of each month. Any disputed items not resolved by the
aforementioned DGX dates, this balance due must be resolved on the next month’s settlement. Our
mutual agreement and adherence to the Schedule will provide prompt payment and resolution of our
Accounts. Disputes regarding the calculation of the statements shall not delay timely settlement of the
undisputed part(s) of the statements not in dispute.
Notice is hereby constituted under the truth in lending act that any accounts remaining unpaid after
10 days from the indicated terms are subject to 1.5% per month interest and collection costs, including
attorney fees. (This clause added on from DGX Invoice)
Page 23 of 26

EXHIBIT H
(To Agency Agreement between SAFINA and DGX)
CLAIMS HANDLING AGREEMENT
DGX and SAFINA agree to cooperate with each other to minimize the expense and loss of goodwill
associated with claims for loss, damage or delay. Each party shall supply the other party with the
name of the employee who shall be primarily responsible for cargo claims.
1) SAFINA and DGX agree to strictly interpret the contract of carriage with regard to defenses
to cargo claims. Neither party shall make a goodwill settlement without the express written
consent of the other.
2) Each party shall be responsible to promptly file a preliminary notice of claim or “PNC” with
the appropriate carriers. The destination station shall, in addition, report any loss or damage to
the origin office within one (1) working day.
3) SAFINA shall report any formal claim received on a shipment moving under a DGX Air
Waybill or ocean bill of lading to DGX’s corporate office in California within five working
days of receipt and complete claims documentation shall be sent to the attention of DGX’s
Claims Administrator as soon as possible.
DGX shall report any formal claim received on a shipment moving under a SAFINA Air
Waybill or ocean bill of lading to SAFINA’s corporate office within five working days of
receipt and complete claims documentation shall be sent to the attention of SAFINA’s Claims
Administrator as soon as possible.
Page 24 of 26

EXHIBIT I (to Agency Agreement between SAFINA and DGX)
INSURANCE
Page 25 of 26

EXHIBITS TO THIS AGREEMENT
EXHIBIT TITLE
A DGX TERRITORIES
B PARTY TO THE AGREEMENT
C PROFIT SHARE/BREAK BULK FEE
D STANDARDS OF OPERATIONS (SOP)
E SALES ACTIVITY
F DGX TRADE, TRADE NAME & LOGOTYPE
G SETTLEMENT OF ACCOUNTS
H CLAIMS HANDLING ACCOUNTS
I POLICY OF INSURANCE
Page 26 of 26