DEALER AGREEMENT
 
 
 
This Agreement is made ( ) and is valid till ( ); by and between Life Shield
LLC, P.O.Box: 91067, Dubai, UAE (hereinafter referred to as "Life Shield") and
XXXXXXXX (L.L.Chield) , P.O. Box: 91067, Dubai, UAE ( hereinafter referred to
as "Dealer" )

WHEREAS Life Shield agrees to supply its product / products to Dealer under the brand of
Life Shield ("Brand") ("The Products"), confirming that the Dealer has the experience,
means, and know how .

The parties have agreed to the following :

 
In consideration of mutual agreements made and for good and valuable consideration
acknowledged by each Party to be satisfactory and adequate, the Parties do hereby freely agree
to all the provisions set forth below, hereinafter referred to as the "Agreement".

1. NATURE AND SCOPE OF AGREEMENT

 
1.1 Life Shield hereby agrees to supply the Products to the Dealer on a non-exclusive basis
and only for installation in UAE (hereinafter referred to as the "TERRITORY")under
the terms and conditions set forth in this Agreement.

1.2 The Dealer hereby agrees to purchase Life Shield Products exclusively from L if e
S h i el d, unless otherwise specifically approved in writing by Life Shield.

1.3 The Dealer agrees to actively developed and promote the sale of Life Shield Products
and Life Shield agrees to assist the Dealer in such activity through its marketing
plans, procedures and campaigns.

1.4 The Dealer understands that this Dealership is on a non-exclusive basis and that
Seller has or might have other Dealers in the TERRITORY and that this Dealership
does not constitute any type of commercial agency.
 

1.5 The Dealer hereby expressly agrees to use their best efforts to promote and install the
Products; to achieve sales objectives and market penetration within the Territory
satisfactory to Life Shield.

   
  

The Dealer also expressly agrees that it: 

 Will not represent any similar product from another suppliers ,

manufacturers or retailers similar ti Life Shield product range .

 Will maintain a place of business, with adequate space and facilities

for sales, display and storage of the Products.

 Will maintain professional staff and well-trained personnel for sales and
installment of the Products.

 Will maintain service equipment, an adequate stock of service parts

and those special tools necessary to promptly fulfill the warranty
obligations of Dealer and non-warranty service needs of customers.
 
1.6 This relationship between Life Shield and the Dealer as set out in this AGREEMENT
is that of a seller and a buyer, respectively, not that of a principal and an agent. In
particular, the Parties agree and acknowledge that the Dealer shall not be considered a
commercial agent of Life Shield. This AGREEMENT shall not be registered as a
Commercial Agency pursuant to such law nor any form of commercial agent or
representative or broker of Life Shield pursuant to the provisions of the Federal
Agency Law. The rights and privileges granted herein cannot be altered or transferred
except with the written consent of L if e Sh i eld .

1.7 This relationship does not preclude Life Shield from reserving the right to quote
prices to and accept orders from any other Dealers or buyers in the TERRITORY
without any reference to the Dealer. Breach of any of these requirements entitles
L i f e S h i e l d to terminate this Agreement forthwith.
 
 
2. LIEF SHIELD PRODUCTS AND PRICES
 
2.1. "Products" shall mean all the items listed in the Price and Data Books, which are
classified for marketing purposes into various categories. If L i f e S h i e l d wants to
restrict the amount of products distributed , a comprehensive listing of products
should be attached as Appendix I.

   
  

2.2. Following signatures by the Parties to this AGREEMENT, Life Shield shall issue
to the Dealer a copy of the Price and Data Book covering the Products included
therein Life Shield shall sell the Products to the Dealer at L i f e S h i e l d 's Current
Price Lists with a special Dealer multiplier and subject to L i f e S h i e l d 's terms
and conditions prescribed in the Dealer OPERATING MANUAL as supplemented
and amended by this AGREEMENT unless agreed otherwise in advance in writing
by both Parties.

2.3. The Dealer Price shall not include the cost of engineering or other services of any
nature whatsoever . Life Shield , at its discretion , shall supply free of charge to the
Dealer in reasonable quantities such technical data and standard drawings as Life
Shield deems necessary for the selection applicatio, installation and servicing of the
Products.

2.4. Selling prices to the Dealer are ex-warehouse Life Shield and are subject to the
following fluctuations: factory price changes, changes in custom duty rates, freight
charges, exchange rates, and any additional legislation imposed by the UAE
authorities.

3. CONDUCT OF BUSINESS
 
3.l. The Dealer shall maintened a specialized commercial and technical organization
for the management, sales, engineering, installation and servicing of the Products
and consistent with the requirements of the laws of the TERRITORY. The Dealer
agrees to conform to Life Shield, practices and guidelines in the application, engineering,
installation and servicing of the Products and Systems.

3.2. The Dealer shall keep a record of the name and address of each purchaser of the
Product showing all relevant details, including the date of purchase, serial
number of equipment, service record and location of where units will be
installed. This information shall be readily available to Life Shield upon
request.

   
  

3.3. The Dealer shall refrain from removing any L i f e S h i e l d identification marks
from the Products without the prior written consent of Life Shield and shall
not refer in any way whatsoever to any installation as a Life Shield unless L i f e
Shield Products comprise the principal components thereof and the Dealer
complies with all the instructions and practices of Life Shield CORPORATION
in respect of installation and products.
3.4. The Dealer shall refrain from engaging in any unfair competition with other
Dealers of Life Shield who are also engaged in promoting and selling Life Shield
or the Products in the TERRITORY.
3.5. The Dealer shall ensure that all Data and Reference Books, together with the
Price List referred to above, are kept in a safe place and are issued solely
within the scope of the Dealer's normal activities.
 
 
4. ORDERS
 
4.1. Orders submitted to Life Shield shall become effective only upon acceptance
by Life Shield in accordance with Life Shield's Standard Terms and Conditions
of Sale, as from time to time amended, and L i f e S h i e l d may decline to
accept any order if, in its considered judgment, such an order cannot be executed
to the benefit of all parties concerned.

4 2. Life Shield shall not be responsible for any delay in delivery occasioned by,
but not limited to, force majeure acts of the Dealer or third party, adverse weather,
war, labor troubles, breakdown or failure of plant or machinery, civil disturbances,
governmental regulations, shortages of labor or material, transportation difficulties,
or any other cause of a like or different nature beyond its responsible control.

4.3. Life Shield will conscientiously attempt to comply with Dealer's orders for
L i f e S h i e l d Products however ,the Dealer shall not make any claim or
liability against Life Shield should failure on the part of Life Shield to make
deliveries or perform under the terms of the AGREEMENT.

   
  

5. SALES & TARGETS

 
5.1. The Dealer will be responsible to achieve the yearly sales target assigned to
them along within the AGREEMENT in Annexure 1 .
 
5.3. The Dealer will provide Life Shield, at intervals established by Life Shield,
sales forecasts reflecting planned development of sales of the Products in the
TERRITORY
 
5.4. Dealer will furnish inventory reports of Life Shield Products as requested
by L i f e S h i el d .
 
 
6. TERMS OF PAYMENT
 
6.1. The Dealer agrees to make all payments by either current-dated check (CDC)
or by letter of credit (LC) due 30 days from date of delivery, unless otherwise
specified .
6.2. If the Dealer defaults to make payment within the said period from date of
delivery, then delayed payments may be subject to a penalty of 5% interest per
month overdue. Late payments, i.e. those that exceed 60 days from the due date,
will constitute a breach of the AGREEMENT and L i f e S h i e l d will be
empowered to terminate it and claim the amount due together with interests
from the Dealer.
 
 
7. SERVICE AND WARRANTY
 
7 .1. The Dealer agrees to comply with the product service guidelines issued from
time to time and shall maintain the service function in a manner satisfactory to
Life Shield on all L i f e S h i e l d Products and systems sold by the Dealer.
 
7 .2. This AGREEMENT does not in any way whatsoever include or contemplate
any installation, maintenance or servicing work of any nature by Life Shield
unless otherwise agreed beforehand by Life Shield in writing for a special case
(e.g., product sold with Full Protection Plan or Service Contract , etc.).
 
7 .3. This AGREEMENT includes warranty on the products sold by the Dealer as
per L i f e S h i e l d Standard Warranty terms and conditions.
7.4. The Dealer agrees to conform to warranty procedures , terms & Conditions .
 
   
  

 
 
8. CONFIDENTIAL INFORMATION
 
8.1. It is contemplated that L i f e S h i e l d may disclose to the Dealer information
concerning Life Shield's, or those related to its parent company or sister
companies or affiliates, inventions, products, know-how, and trade secrets
within the context of this Agreement or pursuant to the performance hereof.
"Confidential Information" shall be deemed to include, without limitation, the
content of this Agreement, commercial information, data, drawings and pricelists
furnished by Life Shield to the Dealer, technical and business information
relating to L i f e S h i e l d 's inventions or products, research and development,
production, manufacturing and engineering processes, and all related
documentation, except anything designated in writing as non-confidential.

The Dealer shall hold the Confidential Information of Life Shield in strict confidence.
The Dealer shall not make any disclosure of the Confidential Information to any third party
without the express written consent of L i f e S h i e l d (except to employees, agents or
sub-Dealer of the Dealer in connection with the discharge of their duties, and the Dealer
agrees that it will obtain the commitment of such employees, agents and sub-Dealers to
guard the secrecy and confidentiality of such information). Dealer additionally undertakes
to notify Life Shield of any counterfeit products being sold (only if known to him) under
its trademark and assist Life Shield in taking action against such infringers.

8.2. This article shall apply during the term of this Agreement and for a period of
five (5) years after the expiration, or termination, thereof.
8.3. Dealer acknowledges and agrees that any breach of its obligations under this
Agreement will have a material adverse effect on the Owner. Dealer therefore
agrees that, in addition to and not in lieu of any other rights and remedies Owner
may have, Owner shall be entitled to equitable relief, including injunctive relief
and specific performance, in the event of any breach or threatened breach of
this Agreement by the Dealer.

   
  

 
9. WARRANTIES AND LIABILITIES
 
9.1. Life Shield makes no representations or warranties, expressed or implied, with respect
to the Products or parts to be sold except as provided in said Terms and Conditions
of Sale and in Life Shield’sstandard printed warranty certificates.
9.2. The Dealer shall adhere to Life Shield's written policies as issued from time to time
relating to product warranties and service and to Life Shield's rules for returning any LIFE
SHIELD Product or part for repair or service.
9.3. The Dealer shall indemnify and hold harmless Life Shield, its subsidiaries, parent,
affiliates, directors, officers, agents and employees from and against any and all suits or
claims, costs and expenses for any damages or losses, including direct, indirect,
special, incidental or consequential damages or losses to persons or property, injury to
persons including death, or any liability arising directly and out of any contract or
written guarantees by Dealer or its customers, arising from the purchase, use, sale
or installation by Dealer of Life Shield Products and parts furnished by Life Shield,
except for personal injury, including death or property damages arising solely from
defects in material and workmanship of Life Shield Products furnished by Life Shield
hereunder.
9.4. IN NO EVENT SHALL Life Shield BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL OR ECONOMIC LOSS, COST, COST LIABILITY,
DAMAGE OR EXPENSES HOWS OEVER ARISING.
 
10. THIRD PARTY LIABILITY
 
10.1. The Dealer shall comply with all instructions of Life Shield and all legislation
regarding the processing, storage, handling and sale of goods supplied by Life
Shield.
l 0.2. The Dealer shall indemnify Life Shield against any and all claims, demands, liabilities
and costs whatsoever, however arising, other than those arising by the proven
negligence of Life Shield or its employees.

   
  

11. TRADEMARKS
 
11.1. The Products and Licensed Marks are and may contain the intellectual property of
Life Shield and are (in whole or in part) protected by (copyright, trademark or
patent) laws. This· Agreement is not intended to grant the Dealer any rights in the
intellectual property.
 

11.2. Subject to Dealer's compliance with the terms and conditions of this Agreement and
only during the Licensed Term, Life Shield hereby grants Dealer a personal,
non exclusive, non-transferable, revocable, royalty-free license, without the right to
sublicense, to use the Licensed Marks in advertising, sales promotion and
marketing materials, signs, displays, stickers, and other marketing materials, but only
in connection with Dealer's authorized resale of Products that bear a Licensed
Mark and only directly in association with names or illustrations of those Products or
with said products themselves.
11.3. Dealer agrees not to: (a) use or register in any Jurisdiction any marks
confusingly similar to, or consisting in whole or in part of, any of the Licensed
Marks or (b) register any of the Licensed Marks in any jurisdiction. Whenever
Dealer becomes aware of any reasonable likelihood of confusion or risk
thereof between a non-licensed trademark used by Dealer and a Licensed Mark,
or if the owner of the Licensed Marks notifies Dealer that it reasonably believes
such risk exists, Dealer shall take appropriate steps, including all reasonable
steps requested by the owner of the Licensed Marks, to promptly remedy
or avoid such confusion or risk of confusion. Without limiting the foregoing,
Dealer specifically agrees that it will not, in any manner, use the Licensed Marks
words as part of Dealer's trade name, company name ,or firm name. Dealer
shall not, expressly or by implication, do business as or represent itself
as Life Shield or otherwise use materials bearing any of the Licensed Marks in
a manner that is false or misleading.

11.4. Dealer shall not use the Licensed Marks in a domain name, website name
or as part ( or whole) of the URL relating to a website. Dealer shall not link
web pages featuring the Licensed Marks to any other website owned or
controlled by L i f e S h i el d or any other owner of the Licensed Marks and
shall not enter into any agreement relating to the placement of paid listings
for "keyword" or similar website searches that consist of the Licensed Marks
either alone or in combination with other words and phrases.
   
  

 
11.5. Dealer will not do or cause to be done any act (a) disparaging Life Shield
its parent, subsidiaries and affiliates that operate under the Life Shield
Climate Controls and Security operating unit of United Technologies
Corporation or any other owner of the Licensed Marks or (b) disputing, attacking,
challenging, impairing, diluting, or in any way seeking to harm the reputation
or goodwill associated with the Licensed Marks.
11.6. The rights granted to Dealer under this Article 11.6. shall immediately terminate
in the event that Dealer's acts or omissions breach the terms of this
Agreement or otherwise harm the reputation or goodwill associated with the
Licensed Marks. Upon expiration or termination for any reason, Dealer
shall immediately cease and completely discontinue use of the Licensed
Marks and take all other actions necessary to effect the elimination of all such
uses of the Licensed Marks.

11.7. Dealer is authorized to use the Licensed Marks only as provided in this
Agreement. Any right not expressly granted to Dealer, including any right to
use any other mark owned by L i f e S h i el d or any other trade mark owner, is
specifically reserved for the Respective Owner.

11.8. The Dealer agrees not to use or employ in its name, trade name, or domain
name, or in combination therewith any of the words or symbols, or confusingly
similar words or symbols, now or hereafter used by L i f e S h i e l d or L i f e S h i e l d
as trademarks, service marks or trade names and not to allow its customers to
do so, without Life Shield's written consent, which Life Shield may withhold in
its sole discretion…The Dealer shall not register, own any registration of or attempt
to register any trade mark , service rnark, trade name, or domain name which is
either in whole or in part the same as or confusingly similar with L i f e S h i e l d ’ s,
Life Shield's, trademarks, or any other trade mark, service mark or trade name of
Life Shield or any translation or transliteration thereof. Any such registration is
hereby assigned to L i f e S h i e l d . The Dealer agrees, on Life Shield's request, to
refrain from selling Product purchased under this Agreement to a customer
that employs Life Shield's trademarks or trade names improperly.

   
  

11.9. Dealer will not remove or cover any Life Shield labels attached to the Product
 
11.10. Dealer agrees that it will protect and promote the name and reputation of
L i f e S h i e l d its parent, subsidiaries and affiliates that operate under the
Life Shield Climate Controls and Security operating unit of United Technologies
Corporation and the Products in the Territory and will avoid taking any
action which may be detrimental to Life Shield's, its parent's, subsidiaries'
and affiliates' that operate under the Life Shield Climate Controls and Security
operating unit of United Technologies Corporation best interests, reputation and
goodwill. Examples of such action or conduct include, without limitation, the
following: (1) sale of the Products by persons not authorized to sell the
Products; (2) sale of the Products, whether by authorized or unauthorized
persons, by methods that may damage the name, reputation and goodwill of
Life Shield its parent, subsidiaries and affiliates that operate under the Life
Shield Climate Controls and Security operating unit of United Technologies
Corporation or the Products; (3) unauthorized use of component parts not
manufactured nor sold by UTSC its parent, subsidiaries and affiliates that
operate under the Life Shield Climate Controls and Security operating unit
of United Technologies Corporation; (4) any sale of the Products, whether by
authorized or unauthorized persons, in a manner that conflicts with the terms
of this Agreement.

12. ADVERTISING
 
12.1. The Dealer shall carry out, at its sole expense, advertising and sales promotion
plans mutually agreed upon between Life Shield and the Dealer, retain a
reasonable supply of relevant Life Shield literature, prominently display Life
Shield Products and participate in Life Shield's co-operative advertising
program.
 
12.2. Dealer shall submit for review and approval by L i f e S h i e l d any and all
material created or used by Dealer that bear any of the Licensed Marks. Dealer
shall not use or otherwise distribute such material without the prior written
consent of L i f e S h i e l d .
 
12.3. Dealer shall ensure that all promotional or other material satisfy the Brand Guide.

   
  

13 TRAINING
 
13. L i f e S h i e l d shall periodically hold training courses for the Dealer
personnel. The Dealer hereby agrees to actively participate in these programs.
 
 
 
 
14. DURATION OF THE AGREEMENT
 
14.l. This AGREEMENTshall become effective as of the date first mentioned above and
shall continue for an initial period of one calendar year and shall automatically be
renewed annually thereafter for further periods of one calendar year unless and until
terminated by either party giving not less than two months prior notice to the other
party before the expiry date or as per article 16 below
 
 
 
15. TERMINATION
 
15.1. This Agreement may be terminated:
 
(A) By an agreement in writing between the Parties;
 
(B) By Life Shield, at its sole discretion, provided that Life Shield notifies the
Dealer of the termination at least thirty (30) days prior to the date of termination;
 
(C) By either Party, effective immediately upon written notice, if the other Party
becomes the subject of any bankruptcy proceedings, receivership, or other insolvency
proceedings or makes any assignment or other arrangement for the benefit of its
creditors, or otherwise ceases to do business
 
(D) By Life Shield, effective immediately upon written notice, if (i) the Dealer has
delayed payments for more than 30 (thirty) days after the agreed payment term; or (ii)
the Dealer has breached ANY OF its obligations provided in THIS AGREEMENT;or
(iii) the Dealer attempts to sell, assign, delegate, or transfer any of its rights and
obligations under this Agreement without having obtained Life Shield's prior written
approval, or (iv) a change occurs in the ownership control of the Dealer to the extent
that a competitor of Life Shield acquires a controlling interest (in this Agreement the
term "change in ownership control shall mean the change of 30% or more of equity
shares or capital), or (v) the Dealer breaches its obligations set out in Article 11 hereof;
or (vi) the Dealer fails:

( E ) By L i f e S h i e l d in the event of breach by the Dealer of its other

   
  

Obligations hereunder when they come due and the Dealer does not cure such
breach within thirty (30) days from receipt of a written notice given by L I F E
SHIELD.
 
(F) By the Dealer if L i f e S h i e l d breaches its obligations hereunder when they
come due and does not cure such breach within thirty (30) days from receipt of
a written notice
given by the Dealer.

15.2. Life Shield proprietary or confidential material in the Dealer's possession must be
returned to Life Shield within thirty (30) days of termination. This material shall
include, but is not limited to, specification engineering data and literature
(such as technical and business information relating to Life Shield invention
or product, research and development, production, manufacturing and
engineering process and all related documentation), except designated in
writing as non-confidential. proprietary or confidential material created by the
Dealer in Life Shield possession must be returned to the Dealer within thirty
(30) days of termination. 
 
16. COMPLIANCE WITH LAWS
 
16.1 Compliance with laws. Dealer shall be subject to all applicable
international, national and local laws, regulations, orders and by-laws
made by any statutory authorities, other authorities or public bodies,
which shall be applicable to it as a result of this Agreement. Dealer shall
not engage in any activity that could expose Life Shield or any of their
affiliates to penalties under any laws and regulations of any relevant
jurisdiction.
16..2 Dealer specifically acknowledges that no owner, shareholder, partner,
officer, director, nor current employee of the Dealer has been or is an
official of any government or instrumentality thereof as of the date of
execution of this Agreement. Dealer shall promptly notify Life Shield of
anything that may affect the accuracy of this acknowledgement during the
term of this Agreement.

16.3 Dealer agrees not to transfer, release, supply, export or re-export any
products (or any part thereof), engineering information or any information
   
  

relating to the Products, in violation of applicable U.S. or European

export control or sanctions laws, regulations, rules or orders.

16.4 Dealer will indemnify and hold Life Shield harmless from any and all
claims, damages, costs, obligations, and liabilities, which may arise out of or
result from the failure of the Dealer to comply with the obligations set forth in
this article 11.

16 .5 In the event that L i f e S h i e l d reasonably believes that a breach of any of

the representations and warranties or agreements contained in this article 11
has occurred or will occur, L i f e S h i e l d may withhold further performance
of any or all of its obligations under this Agreement (including, without
limitation, withholding delivery of products) until such time it has received
confirmation to its satisfaction that no breach has or will occur. Life Shield
shall not be liable to the Dealer for any claim, losses or damages whatsoever
related to its decision to withhold performance under this provision.

16.6 Life Shield shall at any time have the right to audit the books and
records, including electronic communications and records of the Dealer
related to its performance under this Agreement in order to satisfy
itself that no breach of any of the representations and warranties or
agreements in article 11 has occurred. Life Shield shall select an independent
third party to conduct, at Life Shield's expense, such audit. The Dealer
shall cooperate fully with any such audit. Dealer's failure to comply with
any of the representations and warranties or agreements in article 11 rs a
material breach of the Agreement and the cause for immediate termination
hereof by Life Shield.

17. SPECIFICATIONS, DRAWINGS, TESTS, ETC.

17.1 All specifications, drawings, test results and associated reports remain the property
of Life Shield and are returnable on request.
17.2 They must be treated as confidential and shall under no circumstances be
communicated to other persons or companies unless the written consent
of L if e Sh ield has first been obtained.

   
  

17.3 All information furnished to the Dealer shall in NO WAY be used against
the interest of Life Shield.
17.4 Life Shield does not accept responsibility for any drawings, designs or
specifications not prepared by L i f e S h i e l d .
 
 
18. APPLICABLE LAW
 
18.1. This AGREEMENT shall be governed and construed in accordance with the
laws of UAE except insofar as they conflict with U.S. laws.

19. Notices and service. Any notice to be served in respect of the

Agreement shall be made in writing and either delivered personally or sent by
first class registered post or facsimile message to the last notified address of
the other party and shall be deemed served upon delivery w h e r e delivered
personally, when reordered by the delivery agent if sent by first class registered
mail, and at 11 :00 am on the next working day following transmission of
a facsimile message, provided that the fax journal of the sender shows that
all pages of the communication were properly transmitted
20. Waiver. The failure of either party to enforce the provisions of this
Agreement m accordance with its terms shall not be construed to be waiver
of such provisions or of the rights of such party thereafter to enforce each and
every such provision. Unless otherwise expressly stated in this Agreement, no
waiver shall be effective unless made in writing and signed by an authorized
representative of the waiving Party.
21. Enforceability. If any provision of this Agreement should be or become
void or invalid or should be declared invalid by law, by a court decision
or by a decision of any other governmental agency, all other provisions of
this Agreement shall not be affected thereby and shall be construed according
to the intention of the original clauses.
22. Modification.. This Agreement may not be modified except by a written
instrument duly signed by authorized representatives of both Parties.
23. Force majeure. Events of force majeure shall relieve either Party (the
"Non-Performing Party") from obligations imposed upon it by this Agreement,
for so long as such event and its effect shall continue. For the purposes of
   
  

this Agreement, an event of force majeure shall include, without limitation,

war, warlike operations or hostilities, riot, fire, explosion, accidents or damages,
flood, earthquake, sabotage, strike, lockouts or any other labor troubles,
inability to obtain power, fuel, material, components or labor, acts of any
government, prohibitions on import or export or other legal acts by public
authorities or any circumstances beyond the control of the parties and
prejudicing the due fulfillment of the engagements of the Parties, which cannot
reasonably b e forecasted or provided against. The Non-Performing Party shall
promptly notify the other Party hereto of (a) its best reasonable assessment
of the nature and duration of the event of force majeure, and (b) the steps it is
taking in order to cure or reduce the effect of such event of force majeure.
The Non-Performing Party shall use its best reasonable efforts to cure or
reduce the effect of the event of force majeure. The other Party hereto shall
have no right to claim damages for any resulting non-performance, partial
performance or delay in performance by the Non-Performing Party of
its contractual obligations hereunder.
If, due to an event of force majeure, either L i f e S h i e l d or the Dealer is
wholly unable to perform its obligations under this Agreement for more than
sixty (60) consecutive days, and the Parties have not agreed upon a revised basis
for their obligations, including adjustment of prices or delivery date(s), then
either Party may immediately terminate the order affected by such event of force
majeure upon written notice.
 
24. Assignment. The Dealer shall not assign or transfer its rights or obligations
hereunder without the prior written consent of L i f e S h i e l d . In particular, the
appointment by the Dealer of sub-Dealer, sub-resellers , agents or other assignees
is in each case subject to Life Shield prior written approval and further
subject to such sub-Dealer, sub-reseller, agent or other assignee agreeing to
comply with the Dealer’s obligations and liabilities under this Agreement .
25. Annexes. The Annexes attached hereto form part of and shall be deemed to
be incorporated in this Agreement. In case of any conflict or inconsistency
between this present document and its Annexes, this present document shall
prevail. In case there is a translation made of this Agreement into another
language than English, the English version of this Agreement shall prevail. All
references to this Agreement shall be interpreted to include its Annexes.
   
  

26. Entire Agreement. This Agreement together with its Annexes and other
documents specifically incorporated be reference herein set forth the
complete and final agreement of the Parties relating to the subject matter
hereof, and supersedes and merge all prior and contemporaneous agreement,
negotiations and understanding between the Parties.

In witness whereof he parties hereto have caused this AGREEMENT to be dully

executed and delivered as of the day and year first written above.
 
 

Life Shield CO. LLC

BY: Dealer GENERAL AMANGER

-
 
 
 
 
 

 
 
 
   
  

 
 
                                                                                       ANNEX 1
Product Price List & Target

 
 
 
 
 

By signing below, I certify that I have read and accepted the preceding acknowledgement.

Signature: …………………………………………….
Name: …………………………………………….
Title: …………………………………………….  
Company …………………………………………….  
Date: …………………………………………….