EXCLUSIVE DISTRIBUTION AGREEMENT

Prepared for:
Krishna Rajendran
Karallief Herbal Extracts

Mathew Prestwich
R&G FRESH

Created by:
Kassandra Cabila
Erbal Tea

Nikkie Cajutol
Erbal Tea

This Exclusive Distribution Agreement is entered into effective as of June 15, 2022, by and between
Karallief Herbal Extracts, an American Company with an address located at One Mifflin Place, Suite
400, Cambridge, MA 02138, USA, R&G FRESH, an England Company with an address located at 7
Chancerygate Wy, Farnborough GU4 8FF, United Kingdom and Erbal Tea located at R. Tabiana Street
Leon, Iloilo, Philippines.

The parties agree as follow:

1. APPOINTMENT

A. Subject to the terms and condition of this Exclusive Distribution Agreement, Supplier
appoints Distribution accepts such appointment and agree to act as Supplier’s exclusive
distribution of the Suppliers Products within the geographical territory define as follows.
B. Distribution agrees to exercise its best effort to (a) promote the side of and obtain orders for
the Suppliers Products in the Territory. (b) abide by Suppliers policies and procedures with
regard to the purchase, sale, and support of Suppliers Product, and (c) conduct its business in
a manner that reflects favorability at all times on the Supplier Products and the goods name,
goodwill, and reputations or its affiliates. Distributor acknowledges and agrees that it has no
rights or claim of any type to the Suppliers Products, or any aspects thereof, except such right
as are created by this Exclusive Distribution Agreement.

2. PRODUCTS AND PRICING

Suppliers Products consist of the items or classifications of item in this section below, and the
purchase price to distributors of suppliers delivered pursuant to this Agreement shall be as set
forth this section below.
(insert price from suppliers)
 3. OBLIGATION OF THE PARTIES

3.1 Manufacturer's Obligations:

a. Manufacturing and supplying the Products in accordance with agreed-upon specifications and
quality standards.
b. Providing necessary product documentation, marketing materials, and technical support.
c. Timely delivery of the Products to Distributor's designated location within the Territory.

4.2 Distributor's Obligations:

a. Actively promote, market, and sell the Products within the Territory.
b. Maintain an adequate inventory of the Products to meet customer demand.
c. Provide after-sales service and support to customers within the Territory.
d. Comply with all applicable laws, regulations, and product licensing requirements within the
Territory.

4. CONFIDENTIALLY
During the term of this Agreement and thereafter, both parties shall maintain the confidentiality
of any proprietary or confidential information disclosed by the other party.

Please indicate your acceptance of the terms of this Agreement by signing and returning a copy to us.
This Agreement shall become effective as of the date of your signature.

We look forward to a successful partnership and mutually beneficial business relationship.

Acceptance and agreed:

By: Karallief Herbal Extract

Name: Krishna Rajendran
Title: Chief Executive Officer
Date: June 15, 2022

By: R&G FRESH

Name: Mathew Prestwich
Title: Manager
Date: June 15, 2022
 ASSUMTIONS

Market Assumptions:
 The demand for the product or will remain stable or grow over time.
 Competitors will not introduce significant innovations or disrupt the market.
 Economic conditions will remain relatively stable.
 Consumer behavior will remain consistent.

Financial Assumptions:
 Revenue projections are based on historical data and market analysis.
 Cost assumptions are accurate and reflect current market conditions.
 Interest rates and inflation rates will remain within expected ranges.
 Investment returns will meet or exceed expectations.

Operational Assumptions:
 Production processes will operate smoothly without significant disruptions.
 Supply chain and logistics will function efficiently.
 Employees will perform their tasks effectively and meet productivity targets.
 Equipment and machinery will operate without major breakdowns.

Marketing Assumptions:
 The chosen marketing channels will reach the target audience effectively.
 Marketing campaigns will generate the desired level of customer engagement.
 Brand positioning and messaging will resonate with the target market.
 Market research and customer feedback accurately reflect customer preferences.

Legal and Regulatory Assumptions:

 Compliance with existing laws and regulations is maintained.
 No significant changes in laws or regulations will occur that would negatively impact the
business.
 Intellectual property rights are protected and respected.
 Contracts and agreements are legally enforceable.

Technology Assumptions:
 IT infrastructure will function reliably and securely.
 Software and systems will support business operations without significant issues.
 Technology advancements will not make current products or services obsolete.
 Data security measures are effective in protecting sensitive information.
 NATURE OF BUSINESS

The nature of Erbal Tea business involves the preparation, serving, and selling of various types of tea-
based beverages and related products. Here are some key aspects of the nature of our shop:

Product Offering: Erbal Tea shop primarily specialize in offering a wide range of teas, including
cardamom tea, pepper tea, turmeric tea, cinnamon tea, oolong tea, and flavored teas. We may also
provide tea blends and tea accessories.

Customer Experience: Erbal Tea shop often focus on creating a cozy and inviting atmosphere where
customers can relax, socialize, and enjoy their tea. The ambiance may include comfortable seating,
calming music, and aesthetically pleasing decor that enhances the overall tea-drinking experience.

Menu Development: Erbal Tea shop typically curate a menu that highlights different tea varieties,
flavors, and preparation methods. This can include traditional brewing methods, specialty tea drinks like
seasonal offerings. The menu may also include options for customization to cater to individual
preferences.

Knowledge and Expertise: Erbal Tea shop employees are expected to have a strong understanding of
different tea varieties, their origins, flavor profiles, and brewing techniques. They should be able to
provide recommendations, educate customers about tea, and answer any inquiries regarding tea-related
topics.

Customer Service: Providing excellent customer service is crucial in our tea shop business. Staff
members should be friendly, attentive, and knowledgeable about the products and services offered. They
should be able to guide customers through the menu, offer suggestions, and ensure a positive overall
experience.

Retail Sales: In addition to serving tea beverages for consumption on-site, tea shops often offer retail
sales of tea leaves, tea bags and tea on bottles. This allows customers to purchase their favorite teas and
enjoy them at home.