INTERNATIONAL DISTRIBUTION MEMORANDUM OF UNDERSTANDING

This binding memorandum of understanding is intended to aid the business discussions between Company Incorporated and ______________. (“Distributor”) with respect to their proposed distribution agreement. As such, the terms and conditions set forth below shall be binding on the parties, who have agreed as follows:

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Effective Date: This agreement becomes effective upon shipment of Distributor’s first order. If order does not ship within 60 days of signing, agreement is considered void. Term: Six Months Territory: _________________ Products; COMPANY’s Products Pricing: Per Exhibit A Payment: Distributor shall pay in full for Products prior to shipping. Payment shall be made either in cash or check in U.S. Dollars to Company’s principal place of business or through wire transfer to an account designated by COMPANY prior to shipment. Distributor shall pay all shipping, customs, duty and taxes on the Products. Exclusivity. Company shall not contract with any other distributor to sell Products in the Territory during the Term of this Agreement, nor shall sell any products directly into the Territory during the Term of this Agreement, without the prior consent of Distributor. Starting on the Effective Date Company shall refer to the Distributor any orders or inquiries which it receives for shipment of the Products to any place of business within the Territory including, without limitation, mail order and internet orders or inquiries. Company shall use it best efforts to prevent or limit the sale of Products by any other person into the territory. Company shall not sell its Products to any third party Company knows or has reason to believe is reselling such Products in the Territory. Distributor acknowledges and agrees that the exclusive rights granted herein are limited to the extent that Company and its subsidiaries or affiliates expressly retain the right to sell and distribute in the Territory products bearing a trademark other than the Trademark. Sales Aids: Company shall supply the Distributor with samples of all marketing, advertising and promotional materials (the “Marketing Materials”) created and produced by COMPANY in connection with the Products. The Distributor may reproduce the Marketing Materials in their local language, or use the Marketing Materials as guidelines for the creation of marketing, advertising and promotional materials designed to target the market in the Territory. In the event that Distributor translates any Marketing Materials, or creates any of its own materials for use in the Territory, Distributor must obtain COMPANY’s prior written consent before Distributor’s materials may be circulated. All copyrights which may be available, issued, or applied for in the Territory or elsewhere with respect to Marketing Materials, or translation thereof, whether such Marketing Materials were created by COMPANY or created by Distributor subject to COMPANY’s approval, shall be issued or applied for in the name of COMPANY, and shall be the sole property of COMPANY. Distributor agrees to sign and deliver to COMPANY such copyright assignments or other documents as may be necessary to vest ownership in all such copyrights in COMPANY. to Distributor is free from defects. If Distributor receives defective product, COMPANY will issue an immediate credit against future purchases. At the request of COMPANY, Distributor agrees to return any defective Product, but COMPANY will be responsible for any shipping expense.

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9. Defective or Non-Conforming Product: COMPANY warrants that the product supplied

10. End-User Warranty: COMPANY agrees to honor any end-user warranties in effect in
the U.S. at the time Product is sold to Distributor. In the event of a warranty claim,

but are not limited to product concepts. 13. shall give COMPANY satisfactory evidence of their destruction. all rights granted to Distributor hereunder shall forthwith revert to COMPANY. Distributor shall turn over to COMPANY all materials that reproduce the Trademarks or. or corporation except as reasonably required to perform its obligations under the Agreement. Confidential Information: In the process of doing business COMPANY may disclose Confidential Information. the Territory. After the expiration or termination of this Agreement. sale or distribution of Products. suppliers other than COMPANY . COMPANY will then have (15) days to request the return of all Products on hand. The foregoing obligation shall not extend to information that is or becomes public through no fault of the Distributor. Distribution Limited to Territory. Definitive Agreement. drawings. agreement in good faith and to finalize it no later than _________. Local Web Presence. COMPANY will not be required to pay shipping costs. This agreement does not grant Distributor permission to use COMPANY trademarks or other intellectual property to create a web storefront or other web presence that gives the appearance of being operated by COMPANY. . The sales and support functions in respect of Products sold to customers shall be carried out by Distributor. Distributor shall refrain from further use of the Trademarks or any further reference to it. and to agrees not to sell Products under circumstances in which Distributor has reason to suspect that any of such Products are intended for resale outside of the Territory. The parties mutually agree to negotiate their definitive a. If the parties are unable to reach agreement. and to notify COMPANY if it is solicited by any supplier regarding the purchase of Products. The Distributor shall hold the Confidential Information in strict confidence and shall not disclose the same to any other person. cease use of any and all references to the Trademarks including. Distributor also shall from and after the termination or expiration date hereof. at trade shows or other events. This includes. Distributor acknowledges that Confidential Information comprises valuable trade secrets and is proprietary to COMPANY. marketing plans. product assemblies. Distributor shall provide COMPANY with an inventory of the Products on hand within fifteen (15) days of the expiration or termination. Examples of such Confidential Information include. plus all shipping costs. firm. 11. Wind up Period. but is not limited to sites such as Facebook. but not limited to any use of the Trademarks in marketing. technical specifications. If return of Products it requested by COMPANY. promotional or website materials. MySpace and eBay. Sales and Support. strategies. b. in which case the following will apply: 16. Distributor shall: (a) maintain a sufficient staff of personnel who are trained and qualified to perform such support services at least once/year. directly or indirectly. Distributor agrees not to purchase COMPANY Products from 15. in press releases or in any other materials. Reversion of Rights. and information related to its clients and suppliers.COMPANY will provide either credit or replacement to Distributor at its sole discretion. Distributor agrees not to ship Products outside of the Territory. Exclusive Supplier. Distributor agrees to provide excellent support to customers in 14. and (c)deal with any customer complaints concerning the Products in a timely manner and to take any action reasonably requested by customer or Manufacturer to resolve such complaints. in connection with the manufacture. If termination is due to breach of Agreement by Distributor. COMPANY at its sole discretion may terminate the relationship with Distributor. 12. if requested by COMPANY. it will be required to pay Distributor the original purchase price. (b) maintain sufficient inventories of Product and ensure timely delivery thereof.

or the breach thereof. telephone and email contact information where available. shall be finally settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules and judgment on the award rendered by the arbitrator shall be final and binding upon the parties and may be entered in any court having jurisdiction thereof. the Distributor shall deliver to the Manufacturer a complete list of customers to whom Product was sold. Customer list shall include company name. Arbitration will take place in Los Angeles California and will be in the English language. Customer list. This Agreement shall be governed by and construed according to the laws of the Territory applicable therein. Governing Law & Dispute Resolution. SIGNATURE PAGE TO FOLLOW . 17. controversy or claim arising out of or relating to this Agreement. Upon the expiration or termination of this Agreement.c. The parties hereby waive the provisions of the United Nations Convention on Contracts for the International Sale of Goods and exclude its application to this Agreement and to the relationship between the parties hereto. The arbitration shall be conducted by one (1) arbitrator who shall be selected in accordance with the rules above. address. Any dispute.

ACCEPTED AND AGREED COMPANY Print Name: ____________________ Distributor __________________________ Signature:______________________ __________________________ Date:__________________________ __________________________ .