SAMPLE 1

Exclusive Distributorship

Agreement

This

Agreement,

entered

into this

13th day of October,

2005 by and between

CALIFORNIA, California

INC., a corporation

duly organized and existing under the laws of place of business at [ ], San called "Maker")

and having its principal

Francisco, California 90001, the United States of America (hereinafter and JAPAN CORPORATION, laws of Japan Chiyodaku, a corporation

duly organized and existing under the at [

and having its principal

place of business

1,

Tokyo 100-0001 Japan (hereinafter

called "Distributor"),

WITNESSETH THAT: Whereas, Maker has made efforts for a long time to develop creative [ Whereas, distributor approximately Whereas, distributor Maker in has had the a good relationship described with Distributor for Maker's such relationship; its position as Maker's exclusive ]; as its exclusive products for

territory

hereunder

ten years and desires to maintain desires to further

Distributor

ensure

in the territory by entering into a written agreement.

NOW, THEREFORE, both parties hereto agree as follows:

Article 1.

Products with the trademark or indirectly "KOKUSAl TORIHIKI" and thereon, the which are during life of this

"Products" shall mean all products other relevant trademarks and manufactured Agreement. Article 2. Territory sold directly

(hereinafter

called "Trademarks") by Maker

"Territory" shall mean Japan.

-1-

2. Relationship The relationship between Maker and Distributor during the life of this Agreement shall be that of a vendor and a vendee. Delivery Unless otherwise agreed. Unless otherwise agreed. and shall refer to Distributor any inquiry or order for Products which may be received from any person or firm in Territory during the life of this Agreement. relevant provisions in this Agreement shall be applicable to each individual agreement to be made hereunder between the parties. sell or export Products to Territory through another channel than Distributor. Maker shall not directly or indirectly offer. 3. Article 7. Article 4.SAMPLE 1 Article 3. or at such other place as Maker and Distributor may f!'OID time to time agree. Article 5. Maker appoints Distributor as its sole and exclusive distributor to distribute Products in Territory subject to the terms and conditions herein stipulated. Distributor shall sell Products only in Terrrtory and shall not sell or export Products in order to distribute Products other than in Territory during the life hereof. and Distributor accepts such appointment. Individual Agreement Each individual agreement under this Agreement shall be subject to this Agreement. Appointment During the life of this Agreement. -2- . Exclusive Transaction 1. Article 6. Maker and Distributor agree and confirm that Distributor has the exclusive right to distribute Products in Territory during the life hereof and subject to the terms and conditions herein provided. Maker shall deliver Products purchased by Distributor on an FOB San Francisco basis.

Article 10. Article 12. Article 9. from time to time. Quality Maker agrees to export Products of high quality. copyrights. If the quality of Products shipped to Distributor turn out not to meet the foregoing requirements. Infringement Maker shall be responsible f01'any claim of infringement or alleged infringement of patents. and Maker shall accordingly accept such claim from Distributor and shall bear all proven damages which Distributor incurs in relation thereto. trademarks. The price and terms may be changed only by the mutual written Maker agrees to grant to Distributor the lowest price and agreement of the parties. Distributor may claim replacement of inferior Products. 01' the most favorable terms and conditions given to any distributor or purchaser for any claim based upon the Product 01' Liability Law of Japan brought about by a third party in relation to Products. S. Exchange ofInformation Maker and Distributor shall.SAMPLE 1 Article 8. dollars in Maker's favor. Article 11. and Maker shall pay all damages and costs awarded therefor by a court arbitratorls) -3- . or by such other method as Maker and Distributor may from time to time agree. any rights under the Unfair Competition Prevention Law of Japan. exchange information considered necessary or appropriate for the sale of the Products. Price and Terms of Sale The price and terms of sale of Products shall be mutually agreed upon in writing by the parties. designs. Payment Each payment shall be made by Distributor by an irrevocable Letter of Credit at sight in U. whose requirements shall meet the specifications defined in each Purchase Order. resale of Products. or other rights.

Trademarks Distributor may use Maker's Trademarks only in connection with the sale of Products during the life of this Agreement. Article 15. provided. Article 13. the parties hereto shall keep strictly confidential from any third party any and all trade secrets. unless earlier terminated.SAMPLE 1 against Distributor or its customers. Duration This Agreement shall come into force on the date first above written subject to signing by both Maker and Distributor and. however. that after the termination or expiration of this Agreement. Distributor may use Maker's Trademarks only in connection with the sale of Products held by Distributor at the time of termination or expiration. Article 16. Article 14. Article 17. remain in force for a period of [ ] years. Copyrights on any materials which were translated into Japanese by Distributor shall be solely owned by Distributor. This provision shall not be construed as Maker's granting any license for Trademarks to Distributor. Termination of Agreement 1. concerning the business affairs and transactions covered by this Agreement. In the event that either party fails to perform any obligation hereunder or -4- . which are defined in the Unfair Competition Prevention Law of Japan. and shall be automatically renewed and continue on a year to year basis unless the parties agree to terminate this Agreement at least six months before the expiration of the original or any subsequent term of this Agreement. Business Confidentiality During the life of this Agreement. Advertising Materials Maker shall without charge supply Distributor with such advertising and sales promotional materials as are deemed to be necessary for promotion of the sale of Products in Territory.

Effect of Termination No termination of this Agreement shall release either of the parties from the obligation to pay the other party any amounts due to the other party at the time of termination.SAMPLE 1 otherwise commits any breach of this Agreement. Article 19. Force Majeure Neither party shall be responsible for any failure or delay in the performance of any obligation imposed upon it hereunder. Notwithstanding termination of this Agreement by earlier termination. which shall become effective ninety (90) days after the said notice has been duly delivered to the party in default. controversies or differences which may arise between the parties hereto. Article 20. unless the failure or breach is corrected within said ninety (90) day period. The award rendered by the arbitratorts) shall be final and binding upon both parties. the parties. In the event that any proceeding for insolvency or bankruptcy is initiated by or against Distributor. Japan in accordance with the Commercial Arbitration Rules of The Japan Commercial Arbitration Association. shall be finally settled by arbitration in Tokyo. Maker may forthwith terminate this Agreement. or in connection with this Agreement. Arbitration All disputes. -5- . except as otherwise provided. nor shall such failure or delay be deemed to be a breach of this Agreement if such failure or delay is due to circumstances of any nature whatsoever which are not within its immediate control and are not preventable by reasonable diligence on its part. Article 18. regardless of whether the amounts are then or thereafter payable. or a receiver is appointed for Distributor. 2. in relation to. or its termination by expiration. shall complete performance of any orders accepted prior to the effective date of such termination. the other party may terminate this Agreement by giving' to the party in default a written notice. out of.

SAMPLE 1 Article 21. Trade Terms and Governing Law 01' in part. INC. Commercial Terms (Incoterms). Assignability Neither Maker nor Distributor shall assign this Agreement. Except for mandatory statutes . Article 22. this Agreement shall be governed and interpreted by IN WITNESS WHEREOF. the parties have caused their authorized representatives to execute this Agreement as of the date first above written.of Japan. including any rights or obligations. By:~ Name: Title: _ Distributor: JAPAN CORPORATION By: Name: Title: _ -6- . Maker: CALIFORNIA. to any third parties without the prior written consent The trade terms under this Agreement shall be governed and interpreted by the provisions of the latest International and under the laws of California. in whole ofthe other party.

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