Projects

1. PERIOD

This Agreement shall be deemed effective and valid 2 Years unless otherwise terminated in the manner provided hereinbelow. This Agreement may be renewed thereafter as per mutual written agreement between the parties hereto.

2. PURPOSE

The purpose of this agreement is to have a written understanding between the parties and to develop a cooperative work together on an agreed service upon an agreed objective and outline the discussed terms of a new relationship.

3. TERRITORY

The rights granted Distributor hereunder are granted for the following geographical areas and markets.

• Investment budget
• Supply chain Strategy
• Credit Development
• Radius of Supply
• Employee Management
• Logistics Management

4. PRODUCTS

The Products Supply and sold by Manufacturer (MIXIZA) or Super Stockiest to Distributor for distribution hereunder are as follows:

5. SUBAGENTS

Distributor may appoint sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor's behalf or to otherwise perform any of Distributor's obligations under this Agreement within the Territory; provided that

• any compensation to such sub-agent, sub-distributor, sub-representative or another person to act on Distributor's behalf or to otherwise perform any of Distributor's obligations shall be solely the Distributor's responsibility, and
• such appointment does not deprive Supplier of the essential rights to which it is entitled under this Agreement. Any agreement with such sub-agent, sub-distributor, sub-representative, or another person shall not extend beyond the term of this Agreement.

6. Relationship of Parties

The distributor is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venturer or partner of Manufacturer or Super Stockiest for any purpose. Distributor acknowledges that Suppler has not granted it any authority to make changes to Suppliers' terms and conditions of sale, grant any warranties in excess of those extended by Supplier or limit its liabilities or remedies less than Supplier limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Supplier or bind Company in any transaction with customers, governmental agencies or third parties.

7. Orders, Price, Terms of Sale & Payment

• Communications Pursuant to this Distributor Agreement and Orders.Orders shall be made with Supplier. Supplier understands that its timely acceptance of orders from Distributor hereunder is an important element of this Agreement. Supplier shall have 7 to 10 business days after its receipt to accept (or reject for a legitimate business reason) any order submitted by Distributor. Should Supplier fail to timely accept or reject an order from Distributor in accordance with this Section, such order shall be deemed accepted and shall become binding on Supplier. All orders shall be fulfilled by the Supplier within 7 to 10 business days of order acceptance.
• Prices and Shipment.Supplier agrees to sell, and the Distributor agrees to purchase, the Products in accordance with the Prices. Such Prices and Volume Discount Prices shall only be subject to increase if the Manufacturer (MIXIZA) does any changes in price.
  • Supplier provides Distributor with at least 15 to 20 days prior written notice of any such increase, and
  • Any such change shall not apply for any order(s) accepted prior to the effective date of the increase.

8. Supplier shall package the Products for shipment in accordance with Distributor's instructions.

All shipments of Products for retailers/customer in the Territory, and any freight and shipping costs related thereto, will be the Distributor's responsibility. Distributor will promptly inspect the Products upon receipt at Distributor's facility to determine whether any Products included in the shipment are in short supply, defective, or otherwise not in conformance with this Agreement. Within 3 days of receipt of such Products, the Distributor will notify the retailer/customer of any shortages, defects, or non-conformance, and the Customer will promptly replace such Products free of charge. Title to the Products shall pass to the Distributor upon delivery.

9. Terms of Sale

All sales by Company shall be in accordance with the terms and conditions of this Agreement.

10. Payment

Upon Customer's/retailer's acceptance of any order, Distributor shall submit to Customer/retailer via wire transfer at least percent of the total order price. Distributor shall submit to Customer via wire transfer the remaining balance upon receipt of the Products at Distributor's facility.

11. Resale of the Products.

Distributor shall be free to resell the Products for such prices and upon such terms and conditions as Distributor may see fit in its sole discretion. Suppliers shall have no control over or any liability in connection with the price at which Distributor resells the Products, and Distributor shall hold suppliers harmless and indemnify and defend suppliers from and against any liability resulting therefrom.

12. Responsibilities of the Distributor

Distributor agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of Distributor are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. The Distributor will use best reasonable efforts to distribute the Products in the Territory.

13. Responsibilities of Supplier

In addition to any other responsibilities stated in this Agreement, Company will:

• Provide, at Distributor's reasonable request and without charge, up to 10 hours of training with regard to any characteristics of the Products that Distributor deems reasonably necessary for Distributor and its employees and agents to fulfill the purposes of Distributor's appointment,
• Provide to Distributor, without charge, reasonable quantities of promotional literature, brochures, and commercial and technical information regarding the Products;
• Provide sales support and technical training to the Distributor and its personnel as deemed reasonably appropriate by Supplier.

14. Confidential & Proprietary Information

As used herein, the term "Proprietary Information" means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the "Disclosing Party") to the other (the "Recipient Party") either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually.

Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.

In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6. The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure.

Notwithstanding any other provisions of this Agreement, each party acknowledges that Proprietary Information shall not include any information that:

• is already known to the Recipient Party at the time of disclosure, or becomes publicly known through no wrongful act of the Recipient Party's part;
• is rightfully received by the Recipient Party from a third party without breach of this Agreement
• is independently developed by the Recipient Party without the benefit of information received under this Agreement;
• is furnished to a third party by the Disclosing Party without a restriction on the third party's right to disclose it; or
• is explicitly approved for release by written authorization by the Disclosing Party.

It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession.

The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party.

The obligations of the Recipient Party under this Section 14 shall survive termination or non renewal of this Agreement for a period of 2 years. For the avoidance of doubt, the customer and sub-distributor lists of Distributor shall be deemed to constitute Proprietary Information under this agreement.

15. Right of Parties at Termination

Obligations After Termination.In the event that this Agreement is terminated or expires on its own terms, Suppliers shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Supplier shall be obligated to process orders accepted by Supplier prior to the effective date of such termination or expiration or within 15 days thereafter.

Survival.Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.

16. Indemnification & Limitation of Liability

• Indemnification. Each Party ("Indemnifying Party") shall indemnify, hold harmless and defend the other Party ("Indemnified Party") and its officers, directors, agents, employees, and affiliates,
• from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation
• any negligent or tortious conduct,
• any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement,
• any violation of applicable laws or regulations,
• infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and
• any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose.

Limitation of Liability.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS.

17. Force Majeure

Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products supply by supplier which exceeds Supplier's ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

18. Trademarks

Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure, or assist any third party to do any of the foregoing. Distributor will not institute any proceedings with respect to the trademarks of Manufacturer/supplier either in Distributor's own name or on behalf of Manufacturer/supplier without express written permission of the company. Distributor shall assign to Company, with out charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise. Distributor shall execute any documents or do any acts that may be required to accomplish the intent of this Section.