INTERNATIONAL DISTRIBUTION AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into by and between Company, Inc

. with offices at Address, , City, State, Zip (“Manufacturer”) and ___________________________, with offices at ____________________________________ (“Distributor”). RECITALS WHEREAS, Manufacturer is in the business of creating, marketing and selling hydration vessels and related accessories (the “Products”); WHEREAS, Distributor is in the business of distributing products similar to the Products, and wishes to act as Manufacturer’s sole and exclusive wholesale distributor of the Products in the territory of _________________ (“Territory”); WHEREAS, Manufacturer desires that Distributor provide such wholesale distribution services in accordance with the terms and conditions hereinafter set forth; NOW, THEREFORE, NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 Definitions. As used in this Agreement, defined terms shall have the meaning set forth in Exhibit A attached hereto, which is incorporated herein by reference. ARTICLE II APPOINTMENT AND ACCEPTANCE SECTION 2.1 Effective Date. This agreement is effective upon the date Manufacturer receives payment for Distributor’s first order in the amount of $_____________ (the “Effective Date”) SECTION 2.2 Products and Territory. The Manufacturer hereby appoints Distributor as a wholesale distributor to sell the Products within the Territory. Distributor shall not market, sell or distribute Products outside of the Territory. SECTION 2.3 Sole Distributor. Subject to the foregoing, Distributor shall be the sole and exclusive wholesale distributor of the Products in the Territory during the term of this Agreement. Distributor shall have the exclusive right to distribute and sell Products in the Territory, and the exclusive right to store and promote Products in the Territory. Notwithstanding the foregoing however, Manufacturer shall be entitled to promote the Products in the Territory with other third parties provided Manufacturer gives Distributor no less than ten (10) business days notice of such promotion and gives Distributor an opportunity to participate and to approve or reject the promotion. For greater certainty, Manufacturer hereby agrees that it will not, directly or indirectly, without Distributor’s prior written approval, distribute, sell or otherwise commercialize, nor appoint nor allow any third party, affiliate or licensee to distribute, sell, store, promote or otherwise commercialize the Products in the Territory. The Manufacturer will not, and will ensure that its affiliates, distributors,

2 . and perform all of the terms and conditions of this Agreement.6 Acceptance of Appointment. The term of this Agreement will be for one (1) year. express or implied. provided. Manufacturer shall provide Distributor with notice of changes to the Products or the product line twenty (20) days prior to their effective date.1) that prevent the Manufacturer from making full delivery of any Products pursuant to a Purchase Order upon learning or becoming aware of such Force Majeure Event. which shall be sent by email or by facsimile. Distributor agrees not to market. Notwithstanding any provision to the contrary. All acceptances and shipments are conditional upon the Distributor’s compliance with the payment terms set forth in Article 6 below. sell or distribute Products in or to the Territory. SECTION 2. ARTICLE III PRODUCT CHANGES SECTION 3. employee. observe. Distributor is not granted. it being the intent of the parties hereto to create the relationship on the part of the Distributor of an independent contractor. purchase. Manufacturer shall promptly advise Distributor of any Force Majeure Event (as defined in Section 17. for whose actions or failure to act the Manufacturer shall not be responsible. Manufacturer shall make deliveries of orders accepted within the delivery dates as specified per individual Purchase Order following the Confirmation Notice indicating Manufacturer’s acceptance. and is automatically renewed if the performance requirements in Section 8. Manufacturer shall confirm or reject the Purchase Order within five (5) business days of receipt thereof (“Confirmation Notice”). promote. or to customers within the Territory that it reasonably suspects may sell products outside the Territory. Distributor also agrees not to sell or distribute Products to customers outside the territory. the Term or Renewal Term may be extended upon the written consent of both parties hereto. ARTICLE IV ORDERS SECTION 4. promote or otherwise commercialize the Products in the Territory to any other party which it knows. The Distributor hereby accepts its appointment as the exclusive and sole wholesale distributor of the Products in the Territory and agrees to keep. distribute. The Manufacturer acknowledges that the Distributor has the right to import. sell. sell or distribute products that compete directly with those of Manufacturer as determined by Manufacturer in its good faith discretion. or has reasonable grounds for suspecting. SECTION 2. sell. however.licensees and the third party licensors do not. store. nor shall it represent that it has been granted. will store. This Agreement does not establish Distributor as an agent. promote or otherwise commercialize any products other than the Products anywhere in the Territory.1 Product Changes. All orders for Products shall be submitted to the Manufacturer using the Distributor’s standard Purchase Order made in a form or another mutually agreedupon format.4 Term. Notwithstanding the foregoing. or legal representative of Manufacturer for any purpose whatsoever. to incur debts or make collections for Manufacturer or to bind Manufacturer in any manner whatsoever. any right or authority to assume or create any obligation or responsibility. commencing on the Effective Date. SECTION 2.1 Purchase Orders.5 Independent Contractor. the foregoing shall not apply to incidental sales of Products in the Territory by online stores that primarily market and promote their offerings in the United States. on behalf of or in the name of Manufacturer.9 are fulfilled by the Distributor.

1 Distribution Strategy. ARTICLE VII SALES AND MARKETING SECTION 7. if there is a conflict between a Purchase Order and this Agreement. currency. Distributor shall be penalized 2% of the total invoice amount. Distributor will not have the right of cancellation for orders past the cancellation date as specified by purchase order. For F. SECTION 6.3 Firm Orders. The terms and conditions of this Agreement shall be deemed incorporated into and made a part of each Purchase Order. Orders placed by Distributor will be considered firm upon the Confirmation Notice. SECTION 4. For each Product. ARTICLE VI PAYMENT SECTION 6. customs. the terms and conditions of this Agreement will prevail. Distributor agrees to make all payments in U. If Manufacturer does not receive payment within four days of scheduled shipment date. Manufacturer shall credit Distributor in full for any or all product that is not sellable due to manufacturing or processing defects.2 Payment Terms. The Manufacturer may implement price changes for the Products on 60 days' written notice to the Distributor.3 Late Payment.SECTION 4. In the event of any dispute arising over any part of a Purchase Order or the total amount due under a Purchase Order. SECTION 6. Distributor shall pay to Manufacturer an amount equal to the Manufacturer’s Cost plus an Agent Fee as specified in Exhibit C. duty and taxes on the Products.1 Title to Products and Risk of Loss. SECTION 6. Payment shall be made through wire transfer to an account designated by Manufacturer prior to shipment. For purposes of clarity. terminate this Agreement.4 Credits for Returned Items or Disputed Amounts. Similarly. all undisputed amounts shall be promptly paid by Distributor in accordance with this Article 6. ARTICLE V SHIPMENT SECTION 5. However. only the price of Products. Title and risk of loss and damage to the Products passes to Distributor upon delivery of Products by Manufacturer to Distributor’s freight forwarder.O. Distributor agrees to wire payment at least seven days prior to scheduled shipment date. may be changed by a Purchase Order accepted by Manufacturer. no price change shall affect the prices of the Products sold to the Distributor pursuant to a Purchase Order placed by the Distributor and accepted by the Manufacturer prior to the effective date of such price change.2 Incorporation of Terms and Conditions. as set forth in this Agreement in Article VI. Distributor shall pay in full for Products prior to shipping.1 Price. At Manufacturer’s request Distributor shall summarize their strategy in a 3 . Except as it relates to the price of Products. at its sole discretion. Distributor shall pay all shipping. Distributor agrees to develop and execute a distribution strategy that a) optimizes the Manufacturer’s long-term brand positioning in the Territory while b) maximizing sales. and shall not be superseded by any Purchase Order. After three late payments. Manufacturer may. Manufacturer will ensure accurate shipments and arrange for prompt credit.B factory orders.S. as well as for orders that Manufacturer gives a Confirmation Notice.

artwork. Distributor will bear the cost of any translation or re-packaging to meet local market conditions. 4 . Distributor shall ensure that all Products sold by it bear all instructions and labels applicable to the Products which are necessary or desirable under local laws. regulations or practices in the Territory. consistent training of and frequent communication with in-store customer staff and promotions. Distributor shall be responsible for ensuring that all Products sold by it within the Territory comply with all health. SECTION 7. efface or obscure any labels thereon except with the prior written consent of Manufacturer.marketing or business plan provided to Manufacturer prior to the Effective Date and during the first quarter of each year this agreement is in effect.” “COMPANY. safety.” or other trademarks. Distributor agrees to provide excellent customer support services to customers in the Territory. Without limiting the generality hereof. Distributor shall promote Manufacturer’s brand and Products in the Territory. specifications and other requirements imposed by local law. (b) maintain sufficient inventories of Product and ensure timely delivery thereof. targeted sampling. environmental and other standards. SECTION 8. etc. Distributor shall follow all laws and regulations applicable to the Distributor with regard to the distribution of the Products. Distributor shall arrange and pay for accurate translations of such materials for its local purposes.2. or a license to use.6 Local Web Presence.5 Packaging. Under no circumstances shall Distributor alter any of the Products or remove. SECTION 7.3 Marketing Materials. Product packaging is provided to distributor as-is. laws or regulations. web domains containing “Company. This agreement does not grant Distributor ownership of. In addition. which have been registered by COMPANY in the United States. regulation or order in the Territory and applicable to the Products. This agreement does not grant Distributor permission to use COMPANY trademarks.1 Business Practices. including Internet domains. In particular. SECTION 7. (in English) for use by Distributor. Distributor agrees to provide an accurate inventory count to Manufacturer within five (5) days of request. Trademarks or the Manufacturer for approval that Distributor creates itself and intends to use. Manufacturer shall provide Distributor with copies of Manufacturer’s brochures. Applicable Laws. sales literature. MySpace and eBay. Distributor shall: (a) maintain a sufficient staff of personnel who are trained and qualified to perform such support services at least once/year. This includes. POS. SECTION 7. ARTICLE VIII ADDITIONAL RESPONSIBILITIES OF DISTRIBUTOR In addition to all other requirements and obligations set forth in this Agreement. primarily through securing high quality press coverage. Marketing Support. 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. or other intellectual property to create a web storefront or other web presence that gives the appearance of being operated by COMPANY.4 Sales & Support. but is not limited to sites such as Facebook. strong in-store placement and presentation. Distributor shall provide Manufacturer with copies of all marketing materials concerning the Products. the Distributor agrees to accept the responsibilities set forth below. Distributor agrees to develop and execute an effective PR campaign for the Manufacturer’s brand and Products in the Territory SECTION 7.

5 Insurance. $_________ U.) First Year Jan. 2013 Third Year (first half) Jan 1. The Manufacturer shall supply Products under this Agreement which are of a good quality and which meet all specifications which it represents in respect thereto.S. 1 2012 – Dec. Distributor agrees that it will purchase Products only from Manufacturer. Manufacturer reserves the right to sell Product directly to the lead or account. Distributor agrees to permit Manufacturer to visit Distributor’s place of business upon reasonable notice. Distributor agrees to use industry best practices in the distribution. sale. SECTION 8. SECTION 8. SECTION 8. and servicing of the Products in the Territory and to protect and enhance the reputation of the Manufacturer and the Products.2 Best Efforts.7 Inspection. 2014 – June 30. The Manufacturer shall replace.S. SECTION 8.6 Business Leads. Distributor agrees to notify Manufacturer immediately if it becomes aware of any counterfeit products of Manufacturer’s Products or unauthorized sales of the Products and to assist Manufacturer at Manufacturer’s cost in its attempts. at its own cost. this Agreement shall automatically renew if minimum performance requirements are met. In order to maintain the rights in the Territory granted herein.2 Defective Products. SECTION 9. if any. including Manufacturer. to halt such conduct. SECTION 8.S.SECTION 8. 2013 – Dec 31. any and all Products delivered by the Manufacturer to the Distributor in defective or unsatisfactory state or alternatively issue appropriate credit notes for same. Either party will notify the other in writing at least thirty (30) days prior to an event of a Change of Control.3 Sole Source of Products. ARTICLE IX ADDITIONAL OBLIGATIONS OF THE MANUFACTURER SECTION 9. Distributor agrees to promote vigorously the sale of the Products in the Territory. Distributor agrees to investigate diligently all suitable leads with respect to potential customers referred to it by any source.8 Change of Control Notice. Subject to the foregoing. but not the obligation. SECTION 8. Distributor agrees to meet the following minimum purchase requirements (each year being measured as stated below. to pursue any counterfeit or improper sales at its sole and absolute discretion. 5 . $________ U. promotion. Manufacturer has the right. Distributor shall procure and maintain continuously during the term hereof insurance that is reasonable and customary in the business. which specifications may be provided to the Distributor from time to time. 2012 Renewal Term Second Year Jan 1.1 Supply of Quality Products. If Distributor fails to respond to or service any lead or account within a reasonable period of time. 31.4 Counterfeit or Improper Sales.9 Minimum Performance Requirements. 2014 U. SECTION 8. $_________ Subject to the terms of Article X.

This Agreement may be terminated by Manufacturer. Change of Control. Bankruptcy or insolvency proceedings are instituted by or against the other party. Manufacturer.5 Communication Support.7 Samples. or the other party is adjudicated a bankrupt. SECTION 9. in its sole discretion with written notice to Distributor.3 Product Support. inquiries or prospects in the Territory received by or brought to the attention of the Manufacturer. SECTION 9. Change of Control. in order to assist the Distributor with sales of the Products. SECTION 9. Either party may terminate this Agreement without notice or other act if: a) The other party is in default in any respect in the performance of any of its obligations under this Agreement or otherwise commits any breach of this Agreement. The Manufacturer shall provide the Distributor promptly with all sales leads. SECTION 9. b) c) (d) 6 . makes an assignment for the benefit of creditors or proposes or makes any arrangements for the liquidation of its debts or a receiver or receiver and manager is appointed with respect to all or any part of the assets of the other party. Distributor will provide Manufacturer no less than thirty (30) days’ prior written notice of any Change of Control event. becomes insolvent.1 Termination. and such default continues after 60 days' written notice from the nondefaulting party to the defaulting party stating the particulars of such default. The Manufacturer shall provide details on Product specifications and respond to questions concerning the Products. in the event of a Change of Control (as defined in Exhibit A) in Distributor. The Manufacturer shall provide the Distributor with the necessary sample collections per model of Products per season at no cost.SECTION 9. in its sole discretion with written notice to Manufacturer. This Agreement may be terminated by Distributor. as requested by the Distributor from time to time. Manufacturer will provide Distributor no less than thirty (30) days’ prior written notice of any Change of Control event. The Manufacturer shall provide a communication tool with quality visuals. in the event of a Change of Control (as defined in Exhibit A) in Manufacturer. Distributor . ARTICLE X TERMINATION SECTION 10.4 Sales Literature. including a catalog and/or video and/or website. The Manufacturer shall furnish to the Distributor the standard descriptive literature and standard information necessary to provide the Distributor with information it requires to promote the sale of the Products in the Territory.6 Sale Leads.

and Manufacturer shall fulfill existing Purchase Orders and Distributor shall pay for such Purchase Orders. Manufacturer shall not allow any third party to contact Distributor’s sales representatives or customers during the Wind-Down Period for any purposes. and other property of Manufacturer which has been provided to Distributor and which has not otherwise been disposed of in accordance with Manufacturer’s instructions. In any event. within 60 days of providing such notice of termination.5.4 Return of Materials. until the end of the applicable Wind-Down Period. telephone and email contact information where available. during the Wind Down Period. For a period of 90-days following termination or expiration of this Agreement (“Wind-Down Period”). Customer list shall include company name. as well as all sales literature (including local translations thereof). Upon termination. and warranties in this Agreement shall remain in effect during the Wind-Down Period. address.6 Termination for Convenience Fee.5 Customer list. Upon the expiration or termination of this Agreement. the Distributor shall deliver to the Manufacturer a complete list of customers to whom Product was sold. Upon the expiration or termination of this Agreement. For the purpose of populating Manufacturer’s storefinder database.1 or termination for convenience as set forth in Section 10. Manufacturer shall be entitled to contact customers. Where notice of termination is provided after the second anniversary of the Effective Date and before the third anniversary of the Effective Date.SECTION 10. SECTION 10. 7 . Manufacturer shall cancel any or all accepted Purchase Orders which provide for delivery after the Wind-Down Period. Notwithstanding anything to the contrary. Where notice of termination is provided after the first anniversary of the Effective Date.2 Effect on Prior Orders/Wind-Down Period.3 Effect of Termination. the Distributor shall deliver to the Manufacturer the originals and all copies of any marketing materials (including local translations thereof). distribution and/or sale of Products in the Territory.9 and any automatic renewal of the Term . All of the parties’ obligations. Manufacturer shall have the right to terminate this Agreement by providing Distributor with 60 days’ prior written notice of Manufacturer’s exercise of such right. any time after the first anniversary of the Effective Date. Manufacturer shall be obligated to pay to Distributor. the Manufacturer shall comply with the provisions of Section 2. thirty percent (30%) of the aggregate list price for all Products (less any discounts or returns) purchased from Manufacturer under the terms of this Agreement in the twelve (12) month period prior to the date of termination (including any orders for Product made with the Manufacturer during the 12 month period and paid for at the date of termination). SECTION 10. Distributor agrees to provide Manufacturer with an accurate list of retailers once per quarter upon request. Notwithstanding Section 8. thirty five percent (35%) of the aggregate purchase price for all Products (less any discounts or returns) purchased from Manufacturer under the terms of this Agreement in the twelve (12) month period prior to the date of termination (including any orders for Product made with the Manufacturer during the 12 month period and paid for at the date of termination) b.1 regarding the exclusivity of the Distributor in the Territory until the end of the Term or the Renewal Term or in the case of a Change of Control leading to termination as set forth in Section 10. SECTION 10. marketing. and before the second anniversary of the Effective Date. the parties shall winddown their relationship. representations. SECTION 10. Without limiting the generality of the foregoing. engage other distributors in discussions and negotiations and enter into one or more agreements for the promotion. an amount calculated as follows: a. In such event of termination.

4 Foreign Corrupt Practices Act. including but not limited to the Foreign Corrupt Practices Act of 1977 and any amendments thereto. and to obtain such approval or registration. Distributor further agrees that it will not in any manner represent that it has ownership of the Trademarks and it will not register or attempt to register any such Trademarks under the laws of any jurisdiction. or in any way impairing or tending to impair.S. conflicts with any provision of this Agreement at the time of its execution or thereafter. Distributor agrees to submit this Agreement to governmental authorities in the Territory for approval or registration if required by law. Non-compliance by Distributor or by the Manufacturer with the provisions of this Article 11 shall constitute a material breach of this Agreement. any part of 8 . laws and regulations governing exports. In particular. non-transferable. Distributor shall pay all costs and expenses for obtaining such registration. SECTION 11. Export Laws. Boycott Regulations.1 Trademarks. ARTICLE XII TRADEMARK RIGHTS SECTION 12. or cause to be done.1 U.2 Import Laws. any act or thing contesting. the Foreign Corrupt Practices Act and U. which apply to activities carried out on the Manufacturer’s behalf outside the United States.3 Registration. Manufacturer hereby grants to Distributor a limited. and royaltyfree right and license to use the Trademarks in the Territory in connection with the sale. SECTION 11. SECTION 11. All such use of Trademarks by Distributor is subject to the on-going approval of Manufacturer. title or interest in such Trademarks other than the foregoing limited license and all rights in the Trademarks shall be in the name of Manufacturer.S.ARTICLE XI COMPLIANCE WITH LAWS SECTION 11. exclusive. and will not at any time do. distribution. (b) Distributor shall acquire no right. specifications and instructions. the Manufacturer acknowledges that it is subject to certain United States laws.5 Materiality. Manufacturer is responsible to furnish all documentation required by the U. and Distributor agrees not to use any Trademarks as part of Distributor’s corporate or trade name or permit any third party to do so without the prior written consent of Manufacturer. Distributor shall further comply with the applicable law of the Territory and Manufacturer shall comply with special U. promotion and advertising of the Products for so long as such Trademarks are used by Distributor in accordance with Manufacturer’s standards. government in connection with obtaining any required export license. Distributor shall notify Manufacturer of the existence and content of any provision of law which. SECTION 11. Distributor shall use obtain all authorizations required to import the Products into the Territory and shall obtain any other regulatory approvals required. to Distributor’s knowledge. including the Export Administration Act and regulations there under. but in no event beyond the Term or Renewal Term (including any Wind Down Period) of this Agreement.S. transshipment or re-exportation of the Products in violation of the export license or any applicable law will not be permitted. Manufacturer hereby specifically represents and warrants that it will comply with all laws relating to the conduct of business practices that prohibit any gratuities or inducements. (a) Manufacturer hereby represents and warrants that it is the exclusive owner of the Trademarks.S. and certifies that unauthorized diversion.

officers. SECTION 13. symbols or legends affixed to any Products or containers or packages. and interest in such Trademarks. ARTICLE XIII DISPUTE RESOLUTION SECTION 13. advertisement. (d) Distributor agrees to use the Trademarks so as to assure their continued validity and enforceability and in strict compliance with all U. tags or other identifying marks.1 Negotiation. Distributor agrees not to (i) remove or alter. (ii) affix to the Products any other trade name or trademark.S. which the Indemnified Parties. whether or not they are registered in the jurisdictions in which Distributor is located or does business. harmless against all losses. Any dispute.2 Governing Law. The arbitration shall be conducted by one (1) arbitrator who shall be selected in accordance with the rules above. may sustain or incur as a result of any acts or omissions of the Indemnifying Party. title. business card. (i) material breach by the Indemnifying Party of any of the provisions of this Agreement. serial numbers. 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 SECTION 13. Distributor agrees to provide COMPANY reasonable assistance when registering Trademarks in the Territory. Distributor agrees to cooperate fully with Manufacturer in any action taken by Manufacturer against such third parties. employees. provided that all expenses of such action shall be borne by Manufacturer and all damages which may be awarded or agreed upon in settlement of such action shall accrue to Manufacturer. (c) Distributor shall promptly notify Manufacturer of any use by any third party of the Trademarks or any use by such third parties of similar marks in the Territory which may constitute an infringement or passing off of Trademarks. applicable laws and regulations. or any of them. including. but not limited to. Each party to the Agreement (“Indemnifying Party”) agrees to defend. indemnify and hold the other party. In addition. or (iii) use the Trademarks on any other products or articles. directors. SECTION 13.4 Indemnification. Such assistance may include. or agents. locating qualified attorneys and advising which Trademarks shall be registered.3 Arbitration. whether direct or indirect. This Agreement shall be governed by and construed according to the laws of the Territory applicable therein. controversy or claim arising out of or relating to this Agreement. Arbitration will take place in Los Angeles California and will be in the English language. or other document available to the customers or the public without Manufacturer’s prior written approval. labels. or the breach thereof. sales brochure. damages or expenses of whatever form or nature. The parties will first attempt in good faith to resolve any dispute that arises in connection with this Agreement by negotiation by an officer of each company for a period of at least thirty (30) days and no more than sixty (60) days before submitting such dispute to arbitration pursuant to Section 13. employees. 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. successors and assigns (“Indemnified Parties”). trade names.Manufacturer’s right. its officers. (ii) fault on the part of the Indemnifying Party. Manufacturer reserves the right in its sole discretion to institute any proceedings against such third party infringers and Distributor shall refrain from doing so. but shall not be limited to. notices. or any of its directors. Notwithstanding the foregoing. or (iii) violation by the 9 .3 below. trademarks.

including. contract. becomes a part of the public domain after the date of this Agreement. other than through a breach of this Agreement. pricing granted to Distributor. supplying or failure or delay in supplying the Products related thereto. consequential. Distributor shall immediately inform Manufacturer about any risks which may occur during the use of the Products and any product defects the Distributor may become aware of. packaging. proprietary information. All parties shall take all reasonable measures to avert and reduce damages. receiving party independently obtains. or otherwise cause any third party to believe that any warranty. or for loss of profits arising out of this Agreement (or any termination of this Agreement) or the manufacture. except as is provided in writing by Manufacturer. developments. but not limited to. research. either directly or indirectly. Information communicated orally shall be considered Confidential Information if such information is designated in writing as being confidential or proprietary within a reasonable time after the initial disclosure. information relating to any business strategies or arrangements. designs. punitive or other indirect damages. without limitation. orally or by inspection of tangible objects. processes. customer lists.1 Minimize Damages. . sale. whether before or after the date of this Agreement. supplier lists. other than through a breach of this Agreement by receiving party or by its authorized representatives. trade secrets or know-how. In no event shall either party be liable to the other party for special. including. is applicable to any Product. knowledge of the Confidential Information. incidental. The restrictions set out in Section 15. including those used in the Products. Distributor shall have no right to make any representations or warranties. whether based upon warranty. 10 . exemplary. If Manufacturer is prompted to recall a Product due to a product defect. technical data. SECTION 14. Distributor shall support Manufacturer and undertake all reasonable measures requested by Manufacturer. any future proposed products and/or services.1 "Confidential Information" means any information disclosed by either party to the other and indicated as “Confidential Information”. product description or directions for use unless required by this Agreement or by the laws or regulations of the Territory and prior written approval is obtained from Manufacturer.2 Product Liability.1 hereof on the disclosure of the Confidential Information shall not apply to any Confidential Information that: (a) (b) (c) is part of the public domain at the date of this Agreement. Distributor shall neither alter the delivered Products nor their design. even if a party has been advised of the possibility of such damages or losses. strict liability or otherwise. officers. discoveries.Indemnifying Party (or any of its directors. ARTICLE XIV LIMITATION OF LIABILITY SECTION 14. regulation or order. ARTICLE XV CONFIDENTIAL INFORMATION SECTION 15. in writing. employees or agents) of any applicable law. tort. manufacturer lists. Manufacturer shall indemnify Distributor for all necessary expenses incurred in this respect. the Products. or other business information.

SECTION 15.5 The parties acknowledge and agree that the sale or use or disclosure of any of the other’s Confidential Information for purposes other than the purpose of this Agreement constitutes unfair competition and the effected party is entitled to seek any and all legal and equitable relief for any such unpermitted sale. The parties promise and agree not to engage in any such unfair competition with each other either during the Term of this Agreement. and without delay. receiving party or any of its authorized representatives shall each deploy their best efforts to obtain reasonable assurances that confidential treatment will be accorded such Confidential Information. court proceedings or the rules or policies of any stock exchange or government or regulatory authority having jurisdiction in the matter to disclose the Confidential Information. without the written consent of the other party.2 All Confidential Information and all intellectual property rights therein remain the property of the disclosing party. then the receiving party or any of its authorized representatives required to provide such disclosure will furnish only that portion of the Confidential Information which is legally required and. and no license or other right to Confidential Information is granted or implied hereby. In the event that any court or administrative body requires disclosure of the Confidential Information.(d) (e) receiving party is required by law. 11 . Non-Solicitation. During the Term of the Renewal Term of this Agreement and f\or a period of twenty-four (24) months after its expiration or termination. Each party hereto represents and warrants to the other that: c) it has full power. disclosing party consents in writing to the disclosure of the Confidential Information. receiving party shall. However. provide to disclosing party. both parties agree not to solicit or approach. SECTION 15. written prior notice thereof so that disclosing party may seek a protective order or other appropriate remedy or waive compliance by receiving party with this clause. whether directly or indirectly. further.4 The obligations to guard against disclosure of the Confidential Information set forth in this Section shall survive the termination of this Agreement. SECTION 15. Upon termination of this Agreement. SECTION 15. Representations and Warranties. ARTICLE XVI REPRESENTATIONS AND WARRANTIES SECTION 16. authority and legal right to execute and deliver this Agreement and to perform and observe the terms and provisions hereof. or at any time thereafter. printed or tangible materials pertaining to that Confidential Information upon expiration or termination of this Agreement. any of the other party’s employees for the purposes of offering them employment or entering into a consulting agreement with them. SECTION 15. the parties shall immediately cease use of all Confidential Information disclosed to them under this Agreement. notes and other written. use or disclosure of Confidential Information and any damages suffered by the effected party shall not be limited by Section 14.1.3 The receiving party of Confidential Information shall immediately return to the disclosing party all written Confidential Information of the disclosing party and any and all records. where reasonable. to the extent it may lawfully do so.1.6. prior to any such disclosure. court order. .

attacks or riots. This Agreement constitutes the entire Agreement between the Manufacturer and the Distributor and supersedes any prior or contemporaneous agreements between Manufacturer and Distributor whether written or oral. labor disputes.7 Severability of Provisions. SECTION 17. this Agreement shall remain effective and shall be construed in accordance with its terms as if the invalid or illegal provision were not contained herein.d) e) it has taken all the necessary corporate action to duly authorize the execution of this Agreement. No waiver in writing by one of the parties hereto. shall be suspended during the duration of such Force Majeure Event. No agreement varying or extending the terms of this Agreement shall be binding on either party unless covered by an addendum signed by an authorized representative of each party. or impair any right consequent thereon. directly or indirectly. SECTION 17. SECTION 17. (“Force Majeure Event”). statute or regulation applicable to or binding upon it or any bylaw or resolution of directors or of shareholders and there is no provision in any contract.3 Agreement. SECTION 17.4 Amendments.1 Force Majeure. in whole or in part upon the written notice of the other party. Either party shall not.2 No Waiver of Rights. with respect to any right. or other governmental restrictions or prohibitions of any provisions of this Agreement shall not affect the validity of any other provisions of this Agreement. A failure by one of the parties to this Agreement to assert its rights for or upon any breach of this Agreement shall not be deemed a waiver of such rights. however. SECTION 17. 12 . nor shall any such waiver be implied from the acceptance of any payment. either of like or different kind. failure or delays in transportation. if affected by a Force Majeure Event. wars. but not limited to. such as. regulations. agreement or arrangement binding upon it which would be contravened or breached by the execution of this Agreement or the performance or observance of any of the terms hereof. Each party's obligation to perform.5 Non-Assignable. embargoes.6 Notices and Other Information. due to delays or failure to fulfill its obligations that result from any cause beyond its reasonable control. including consequential damages. The invalidity under applicable law. This Agreement and/or the rights granted hereunder shall be assignable or transferable by either party. be liable for any loss or damage. and there is no law. All notices given pursuant to this Agreement shall be in the English language. acts of civil or military authority. ARTICLE XVII MISCELLANEOUS SECTION 17. Manufacturer shall meet any quoted or agreed upon shipment date or dates. SECTION 17. Notices shall be deemed effective on the day they are received by certified airmail or express courier requiring signature on receipt to the other party at such party’s Notice Address (Exhibit B). shall extend to or affect any subsequent breach. acts of God. and in the event that any provision hereof be determined to be invalid or otherwise illegal.

XIII. This Agreement may be executed in two or more counterparts in the English language. SECTION 17. the singular shall include the plural and the plural may refer to only the singular. Nothing herein. The parties hereby acknowledge having required that this Agreement and all notices. any remedy or claim by reason of this Agreement or any term. SECTION 17. VI. other than the parties hereto. is intended or shall be construed to confer upon or give to any person. agreements or documents related hereto be drafted in English. As used herein. or corporation. Articles I.8 Gender. The use of any gender or the terms “it” or “its” shall be applicable to all genders. expressed or implied.9 No Third-Party Benefit.12 Counterparts. and other entities. partnerships.SECTION 17. X. and each such counterpart shall be deemed an original hereof. XII. The headings as to contents of particular sections are inserted only for convenience and shall not be construed as part of this Agreement or as a limitation on the scope of any terms or provisions of this Agreement.11 Headings. SECTION 17.10 Survival. SECTION 17. XIV. firm. All provisions that would naturally survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement. all of which shall be for the sole and exclusive benefit of the parties hereto. SECTION 17.13 Language. covenant or condition hereof. XV and XVII. corporations. including without limitation. SIGNATURE PAGE TO FOLLOW 13 .

IN WITNESS WHEREOF. the parties hereto have signed as of the Effective Date. Manufacturer: COMPANY INC. BY: NAME: TITLE: BY: NAME: TITLE: Distributor: BY: NAME: TITLE: BY: NAME: TITLE: 14 .

logos. “Purchase Orders” shall mean Distributor’s standard written purchase orders to be used by the Distributor to submit orders for Products to the Manufacturer.EXHIBIT A DEFINITIONS “Change of Control” means. appoint one half or more of the number of directors to the board of such party. and trade names of Manufacturer including. or such other address as designated in writing by the Manufacturer. “Trademark” shall mean any and all trademarks.A-1 - . designs and trade names. “Notice Address” shall be the address of each party as set forth in Exhibit B to which the other party shall send notice. dispose of or exercise a right of disposal in respect of 50% or more of the issued voting securities in such party. a change in the power. “Delivery” shall mean the time when Products are made available by the Manufacturer to Distributor at Manufacturer’s facility. “Order Address” shall be the address for placing orders as set forth in Exhibit B. designs. or determine substantially the conduct of such party’s business activities. in respect of a party. . (whether held directly or indirectly and by whatever means and whether or not enforceable at law or in equity) to do any of the following: (a) (b) (c) (d) exercise or control the right to vote attached to 50% or more of the issued securities in such party. those names listed in Exhibit B as the same may be modified by Manufacturer from time to time to include additional trademarks. logos. but not limited to.

TRADEMARKS: . SERVICE OF NOTICE: Distributor's Address: <<Enter Address>> 2.EXHIBIT B 1. ADDRESS FOR PLACEMENT OF ORDERS: 2.A-2 - .

A-3 - .EXHIBIT C Pricing .

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