印度客户要我们并发来协议，暗藏哪些玄机？

说明：1.客户及我们的公司名称、地址、产品已简化； 2.请大家帮忙分析分析有哪些陷阱或不利条款，如何更正？谢谢 合约内容如下： memorandum of understanding this, memorandum of understanding(mou)is signed on 23rd of november 2007 between., m co.,ltd (herein after called principle) and t ltd??(herein after called t.) principal is a company incorporated in china. the company is a manufacturer of??full range of??xxx. t is a??company incorporated in india. it is a supplier of a wide range of xxx products. in order to address the indian market, principal hereby appoint t as their exclusive distributor/ agent in india for the sale of their products . a.? ? ? ? t is authorized to sell/distribute principal products to any customer whether government or private organizations in india. . b.? ? ? ? principal shall provide necessary specifications, pamplets, brochures, quality certificates, approvals and such other documents/details which shall be necessary in the course of the business. c.? ? ? ? t is hereby permitted to take necessary steps as required for publicity/ advertisement for principal’s products in india. d.? ? ? ? t is permitted to obtain certification/ approval from telecom operators or any such acceptance/certification required by indian customers on behalf of principal. also, principal will send their engineer to india to help during the??testing of their products at customer end. e.? ? ? ? principal will provide samples free of cost to tsh for customer approval. f.? ? ? ? pricing and other commercial terms and conditions related to the procurement of principal’s products shall be governed by mutually agreed terms and conditions, discussed separately. g.? ? ? ? t shall make all efforts to provide necessary market information and other details related to marketing of the products in india to principal and principal on their part shall provide/share information ailable with them regarding the indian market. h.? ? ? ? for the products supplied by principal to t, principal will ensure that no patent rights, intellectual property rights, etc. is violated. further, t shall not be responsible for any libel or suit filed by any court of law by third party for such infringement or violation. i.? ? ? ? the mou can be terminated by either party, giving notice in writing of 90 days . however, both the parties, in good faith, shall carry out the liabilities on their part committed/undertaken till the date of termination. j.? ? ? ? this mou is valid from the date of signing until end of??12 months. k.? ? ? ? mou will converted into formal agreement which will be valid for 3 years from the date of sign after 12 months.??principal can judge tsh work during mou period based on the activity / progress done by t which does not mean formal order only. l.? ? ? ? for all enquiries receive by principal for indian market any where in the world should be routed through t. it means all the requirement meant for indian market shall be forward to t if any receive from outside india. m.? ? ? ? in next??6 months principal will send their senior level people for commercial and technical to india on regular basis. t also send their engineer to principal place to get the products training. n.? ? ? ???supplier will provide 5% of the total po qty, unit free of cost to t for support warranty at stand by for accessories. o.? ? ? ? supplier will give training to t technical personal in india or in china free of cost for repair, servicing , maintenance of the product. p.? ? ? ? when t technical person visit for training to supplier’s place , from india to china air fair will bear by t and food & accommodation will bear by supplier. this mou is signed between the parties without any prejudice and in good mutual faith and trust. for??t ltd.