Exclusive Distributor Agreement

In view of the fact that "seller" is willing to develop the export business that he sells in some place (production place) and other countries, and sells products with his trademark and proper name.

In view of the fact that the seller is willing to appoint X merchant as his sole distributor, he will sell such products in accordance with the terms of this agreement.

To this end, taking into account the promises made by the two parties in this Agreement and the agreed terms, and taking into consideration the other effective consideration between the two parties which have been agreed upon by the parties hereafter, the following agreements are concluded:

Products: the term "products" referred to in this agreement refers to the product (product name) made by the seller and sold under its trademark and proper name.

Two, area: the term "area" as mentioned in this agreement refers to a place (area name) and any other area that is subject to written consent by both parties at any time.

Three, trademarks and proper names: "trademark" and "proper name" in this agreement refer to the full name and the full name of the trademark respectively.

Second distribution rights

The Seller hereby gives the X merchant the exclusive right to import and sell the "products" to the customers in the area with the "trademark" and "proper name".

Third franchise

I. paction: "seller" shall not sell, grant or otherwise make "products" to any person, line or company other than X dealer in the area.

Two, appointment: "seller" shall not appoint any other person, line or company other than X dealer in the area as its distributor, representative or agent to import and sell "products".

Three, inquiry: "seller" receives the inquiries about "products" of any customer in the area and should be sent to the X merchant.

Four, re importation: "seller" shall take appropriate measures to prevent others from selling "products" in the "territory" and not selling the "products" to the "seller", knowing or justified by the third party who are believed to be re importing or selling the "products" in the "area".

I. price: the price and terms to be given to the X dealer shall be agreed upon by the seller and the X dealer at any time. The determination of the price and conditions should take into account the normal trade practices and the frequent market competition so that both sides can get considerable profits from the sale.

Two, separate contract: each time the specific purchase of products, the two sides should conclude a separate contract.

Three, the most favorable clause, "seller", declares that the terms of this Agreement are "sellers' best preferential terms for dealers and manufacturers now." if the seller "sells products" to any other dealer or manufacturer in the future, the Seller shall immediately notify the X dealer in writing and provide the X supplier with this more advantageous condition than when this agreement is more favourable to the buyer than this agreement.

The Seller agrees to assist X dealers in the following aspects:

First, supply samples and all available advertising materials at their own expense.

Two, provide the current domestic price list and inform the X dealer promptly of any anticipated changes in the price list.

Three, frequently provide advice that will help promote the sale of products.

First, in order to promote "products" and serve the customers in the "region", we should provide and maintain a business capable organization at their own expense, and make every effort to achieve sales targets that are conducive to the "seller" to make use of various sales opportunities in the region.

Two, provide the seller's detailed report on the sale of "products" as well as as much information about sales opportunities and competitors' promotional activities in the area as possible.

The relationship between the seller and the X seller established under this agreement is only the relationship between the seller and the buyer.

Neither party shall have the right to sign a contract for one third party on behalf of the other party or in the name of the other party.

This Agreement does not create the right of agency. If any party acts in the name of the other party or in the name of the other party so that the other party suffers losses, the party causing the loss shall make the injured party not bear the losses and expenses incurred therefrom.

Neither side nor does it intend to establish any relationship of agency, partnership, joint venture or employer and employee.

I. franchising: X dealers must use "trademarks" and "proper names" or their abbreviated or changed names for commercial purposes, and have to identify themselves as distributors of products in the area.

Two. Registration: if the X merchant makes a request, the Seller shall, at his own expense, be responsible for registering, registering and maintaining the validity of "trademark" and "proper name" in the "area".

This Agreement shall come into force on the date of the year and shall be valid for the year.

From the date of the effective date, the two parties shall negotiate the agreement in accordance with the terms and conditions agreed by the parties at that time to extend the term or period of the agreement in accordance with the original deadline. If the parties fail to reach an agreement on the extension, the agreement shall be extended or renewed once in a year unless any party has written notice to the other party to cancel or terminate this agreement ninety days ago.

In case of any of the following circumstances and conditions, this Agreement shall also be terminated:

1. If any party violates the substantive act of this agreement, the other party may notify the party in writing that this breach of contract shall be described and that unless the party rectifies this breach of contract in accordance with this section, the other party will terminate this agreement in accordance with this section.

If the notice has not been rectified within ninety days after the notice is issued, the agreement shall be terminated at the end of the ninety day period, or

Two, if any party raises or agrees to submit an application for bankruptcy or other relief according to the bankruptcy law or the debtor relief law, or is ordered to go bankrupt, or to dissolve, or to clean up, or to make any assignment to the creditor, or to appoint an industrial manager or similar person to the party, in any case, the other party must terminate this agreement at any time by written notice.

Three, in case of a force majeure cause stipulated in this agreement, if the agreement fails to fulfil its obligations beyond the x day limit, the other party may terminate this agreement at any time by written notice.

Any claims that have occurred before the termination of this agreement, and any claims that have yet to be incurred before the termination of this agreement or the other party's breach of contract before the termination of this Agreement shall not be affected by the termination of this agreement.

I. standard: "seller" guarantees to X merchants that all "products" conform to the "regional" standards, which can be sold and are suitable for sale purposes.

"Seller" and ensure that the "product" meets the quality standards in terms of raw materials and manufacturing processes.

Two, avoid loss: the Seller shall protect the X dealer from any loss of any similar liability arising from the alleged inferior quality of the product or the infringement of patents, trademarks, or the sale or use of products in the area.

Three, quality: for example, if the X merchant discovers that any "product" is inferior in quality, and notify the seller of this fact, the Seller shall immediately replace it or make compensation to the X merchant in accordance with the requirements set forth by the X dealer, and the cost shall be borne by the seller himself.

X merchant shall not lose his right to claim damages arising from the above exchange or compensation.

Force majeure

Its responsibilities include, but are not limited to, fire hazards, floods, tsunamis, earthquakes, thunderstorms, typhoons, hurricanes, cyclones, plagues or other epidemics, explosions, accidents, mechanical accidents, natural disasters, wars, blockades, hijacking, war threats, war situations, seizures, riots, mobilized, riots, nonviolent riots, revolutions, sanctions, looting, strikes, labour disputes, closed factories, industrial disturbances, inadequate supply of power, lack of normal means of pport, financial panic, closed exchanges, prohibition of importation or export, refusal of government orders, hostilities or other similar or similar reasons, rather than the control of the parties or both parties. Any party to this Agreement may be exempted from direct or indirect cause of any delay or failure to perform any or all of the provisions of this Agreement and / or individual contracts.

If any party or party loses the benefit due to this agreement due to legislative or administrative executive orders, the parties shall reexamine the terms of this agreement so as to restore the same status that any party or party has already obtained under this agreement.

Written notice of the cause of force majeure shall be delivered to the other party at reasonable speed by the affected party.

Two. Transfer

Neither party of this Agreement shall assign any rights or obligations under this agreement or prior to the other party's prior written consent.

Any assignment shall not be valid until the written consent of the other party is obtained.

Three, trade secrets

Neither party shall disclose any information or information about any party, line or company, whether or not competing with the other party, in relation to the business or market of the other party within or after the expiry of this agreement.

Four. Notice

Any notice given under this Agreement shall be written in English and sent to the addressee in accordance with the above registered address or by any other address which may be served by this agreement in accordance with the provisions of this section.

Any such notice shall be deemed to be delivered on the first business day after the date of dispatch.

A formal notice of such notification shall be deemed to be sufficient proof of such notification.

Five. Applicable laws and trade terms

The establishment, validity, interpretation and performance of this Agreement shall be governed by the laws of B.

The terms of trade in this Agreement shall be governed by the provisions and interpretation of the latest revision of the terms and conditions of the general rules for the interpretation of international terms of trade.

Six. Arbitration

This clause is an integral part of this Agreement and shall not be separated or entered into force alone.

The dispute over the validity of this Agreement and the scope of application of this arbitration clause shall be settled by the court. However, such a dispute has been submitted to the court and decided by the court, and the loser shall pay all expenses, including reasonable public fees of the winning lawyer.

All other matters arising out of this agreement or in connection with this agreement or dispute or objection against this Agreement shall be settled in accordance with the Commercial Arbitration Ordinance formulated by the B Commercial Arbitration Association in one place through arbitration after the two sides failed to reach a settlement through bona fide negotiations.

The arbitrator's award shall be regarded as final and binding on the other party.

Seven. Divisibility

The terms and conditions of this Agreement shall be deemed to be partitioned. The invalidity of any provision in this Agreement shall not affect the validity of the other provisions of this agreement.

Eight. Retain the right.

Neither party shall, at any time, insist on the execution of any provision of this agreement by the other party, nor shall it be deemed to give up the clause or give up the right to insist on the other party's execution of this clause.

Nine. Official text

The formal text of this Agreement shall be written in English. The interpretation of this Agreement shall prevail in accordance with the general meaning of the terms in English.

Ten, heading

The terms of this Agreement are only for convenience of reference and do not restrict or affect the contents of any provision.

Eleven. All agreements

This agreement includes all agreements and understandings between the parties regarding the subject matter of this Agreement and supersedes all the agreements and understandings reached by the parties before any discussion of the nature of this agreement in writing or orally. Except for those expressly provided herein, any conditions, definitions, warranties or declarations relating to the subject matter of this Agreement shall be binding on both parties.

Any correction, modification, replacement or alteration of this Agreement shall be in writing and shall be relevant to this Agreement and signed by the authorized representatives or representatives of the parties hereto.

For the purpose of proof, the agreement is made out in two copies.