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 Manufacturers 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 Distributors 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 Distributors 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,

licensees and the third party licensors do not, distribute, sell, store, promote or otherwise commercialize the Products in the Territory to any other party which it knows, or has reasonable grounds for suspecting, will store, promote, sell or distribute Products in or to the Territory; provided, however, 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. The Manufacturer acknowledges that the Distributor has the right to import, purchase, sell, promote or otherwise commercialize any products other than the Products anywhere in the Territory. Notwithstanding the foregoing, Distributor agrees not to market, sell or distribute products that compete directly with those of Manufacturer as determined by Manufacturer in its good faith discretion. Distributor also agrees not to sell or distribute Products to customers outside the territory, or to customers within the Territory that it reasonably suspects may sell products outside the Territory. SECTION 2.4 Term. The term of this Agreement will be for one (1) year, commencing on the Effective Date. Notwithstanding any provision to the contrary, the Term or Renewal Term may be extended upon the written consent of both parties hereto, and is automatically renewed if the performance requirements in Section 8.9 are fulfilled by the Distributor. SECTION 2.5 Independent Contractor. This Agreement does not establish Distributor as an agent, employee, or legal representative of Manufacturer for any purpose whatsoever. Distributor is not granted, nor shall it represent that it has been granted, any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of Manufacturer, to incur debts or make collections for Manufacturer or to bind Manufacturer in any manner whatsoever; it being the intent of the parties hereto to create the relationship on the part of the Distributor of an independent contractor, for whose actions or failure to act the Manufacturer shall not be responsible. SECTION 2.6 Acceptance of Appointment. The Distributor hereby accepts its appointment as the exclusive and sole wholesale distributor of the Products in the Territory and agrees to keep, observe, and perform all of the terms and conditions of this Agreement. ARTICLE III PRODUCT CHANGES SECTION 3.1 Product Changes. Manufacturer shall provide Distributor with notice of changes to the Products or the product line twenty (20) days prior to their effective date. ARTICLE IV ORDERS SECTION 4.1 Purchase Orders. All orders for Products shall be submitted to the Manufacturer using the Distributors standard Purchase Order made in a form or another mutually agreedupon format, which shall be sent by email or by facsimile. Manufacturer shall confirm or reject the Purchase Order within five (5) business days of receipt thereof (Confirmation Notice). Manufacturer shall make deliveries of orders accepted within the delivery dates as specified per individual Purchase Order following the Confirmation Notice indicating Manufacturers acceptance. Manufacturer shall promptly advise Distributor of any Force Majeure Event (as defined in Section 17.1) 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. All acceptances and shipments are conditional upon the Distributors compliance with the payment terms set forth in Article 6 below.

SECTION 4.2 Incorporation of Terms and Conditions. The terms and conditions of this Agreement shall be deemed incorporated into and made a part of each Purchase Order, and shall not be superseded by any Purchase Order. Except as it relates to the price of Products, if there is a conflict between a Purchase Order and this Agreement, the terms and conditions of this Agreement will prevail. For purposes of clarity, only the price of Products, as set forth in this Agreement in Article VI, may be changed by a Purchase Order accepted by Manufacturer. SECTION 4.3 Firm Orders. Orders placed by Distributor will be considered firm upon the Confirmation Notice. Distributor will not have the right of cancellation for orders past the cancellation date as specified by purchase order, as well as for orders that Manufacturer gives a Confirmation Notice. ARTICLE V SHIPMENT SECTION 5.1 Title to Products and Risk of Loss. Title and risk of loss and damage to the Products passes to Distributor upon delivery of Products by Manufacturer to Distributors freight forwarder.

ARTICLE VI PAYMENT SECTION 6.1 Price. For each Product, Distributor shall pay to Manufacturer an amount equal to the Manufacturers Cost plus an Agent Fee as specified in Exhibit C. The Manufacturer may implement price changes for the Products on 60 days' written notice to the Distributor. However, 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. SECTION 6.2 Payment Terms. Distributor shall pay in full for Products prior to shipping. Payment shall be made through wire transfer to an account designated by Manufacturer prior to shipment. Distributor shall pay all shipping, customs, duty and taxes on the Products. Distributor agrees to make all payments in U.S. currency. SECTION 6.3 Late Payment. For F.O.B factory orders, Distributor agrees to wire payment at least seven days prior to scheduled shipment date. If Manufacturer does not receive payment within four days of scheduled shipment date, Distributor shall be penalized 2% of the total invoice amount. After three late payments, Manufacturer may, at its sole discretion, terminate this Agreement. SECTION 6.4 Credits for Returned Items or Disputed Amounts. In the event of any dispute arising over any part of a Purchase Order or the total amount due under a Purchase Order, all undisputed amounts shall be promptly paid by Distributor in accordance with this Article 6. Similarly, Manufacturer will ensure accurate shipments and arrange for prompt credit. Manufacturer shall credit Distributor in full for any or all product that is not sellable due to manufacturing or processing defects. ARTICLE VII SALES AND MARKETING SECTION 7.1 Distribution Strategy. Distributor agrees to develop and execute a distribution strategy that a) optimizes the Manufacturers long-term brand positioning in the Territory while b) maximizing sales. At Manufacturers request Distributor shall summarize their strategy in a

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. SECTION 7.2. Marketing Support. Distributor shall promote Manufacturers brand and Products in the Territory, primarily through securing high quality press coverage, strong in-store placement and presentation, targeted sampling, consistent training of and frequent communication with in-store customer staff and promotions. In particular, Distributor agrees to develop and execute an effective PR campaign for the Manufacturers brand and Products in the Territory SECTION 7.3 Marketing Materials. Manufacturer shall provide Distributor with copies of Manufacturers brochures, sales literature, POS, artwork, etc. (in English) for use by Distributor. Distributor shall arrange and pay for accurate translations of such materials for its local purposes. Distributor shall provide Manufacturer with copies of all marketing materials concerning the Products, Trademarks or the Manufacturer for approval that Distributor creates itself and intends to use. SECTION 7.4 Sales & Support. Distributor agrees to provide excellent customer support services to customers in the Territory. Without limiting the generality hereof, Distributor shall: (a) maintain a sufficient staff of personnel who are trained and qualified to perform such support services at least once/year; (b) maintain sufficient inventories of Product and ensure timely delivery thereof; 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. In addition, Distributor agrees to provide an accurate inventory count to Manufacturer within five (5) days of request. SECTION 7.5 Packaging. Product packaging is provided to distributor as-is. Distributor will bear the cost of any translation or re-packaging to meet local market conditions, laws or regulations. SECTION 7.6 Local Web Presence. This agreement does not grant Distributor permission to use COMPANY trademarks, including Internet domains, or other intellectual property to create a web storefront or other web presence that gives the appearance of being operated by COMPANY. This includes, but is not limited to sites such as Facebook, MySpace and eBay. This agreement does not grant Distributor ownership of, or a license to use, web domains containing Company, COMPANY, or other trademarks, which have been registered by COMPANY in the United States. ARTICLE VIII ADDITIONAL RESPONSIBILITIES OF DISTRIBUTOR In addition to all other requirements and obligations set forth in this Agreement, the Distributor agrees to accept the responsibilities set forth below. SECTION 8.1 Business Practices; Applicable Laws. Distributor shall follow all laws and regulations applicable to the Distributor with regard to the distribution of the Products. Distributor shall be responsible for ensuring that all Products sold by it within the Territory comply with all health, safety, environmental and other standards, specifications and other requirements imposed by local law, regulation or order in the Territory and applicable to the Products. 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. Under no circumstances shall Distributor alter any of the Products or remove, efface or obscure any labels thereon except with the prior written consent of Manufacturer.

SECTION 8.2 Best Efforts. Distributor agrees to use industry best practices in the distribution, promotion, sale, and servicing of the Products in the Territory and to protect and enhance the reputation of the Manufacturer and the Products. SECTION 8.3 Sole Source of Products. Subject to the foregoing, Distributor agrees that it will purchase Products only from Manufacturer. SECTION 8.4 Counterfeit or Improper Sales. Distributor agrees to notify Manufacturer immediately if it becomes aware of any counterfeit products of Manufacturers Products or unauthorized sales of the Products and to assist Manufacturer at Manufacturers cost in its attempts, if any, to halt such conduct. Manufacturer has the right, but not the obligation, to pursue any counterfeit or improper sales at its sole and absolute discretion. SECTION 8.5 Insurance. Distributor shall procure and maintain continuously during the term hereof insurance that is reasonable and customary in the business. SECTION 8.6 Business Leads. Distributor agrees to investigate diligently all suitable leads with respect to potential customers referred to it by any source, including Manufacturer. If Distributor fails to respond to or service any lead or account within a reasonable period of time, Manufacturer reserves the right to sell Product directly to the lead or account. SECTION 8.7 Inspection. Distributor agrees to permit Manufacturer to visit Distributors place of business upon reasonable notice. SECTION 8.8 Change of Control Notice. Either party will notify the other in writing at least thirty (30) days prior to an event of a Change of Control. SECTION 8.9 Minimum Performance Requirements. Distributor agrees to promote vigorously the sale of the Products in the Territory. In order to maintain the rights in the Territory granted herein, Distributor agrees to meet the following minimum purchase requirements (each year being measured as stated below.) First Year Jan. 1 2012 Dec. 31, 2012 Renewal Term Second Year Jan 1, 2013 Dec 31, 2013 Third Year (first half) Jan 1, 2014 June 30, 2014 U.S. $________ U.S. $_________ U.S. $_________

Subject to the terms of Article X, this Agreement shall automatically renew if minimum performance requirements are met. ARTICLE IX ADDITIONAL OBLIGATIONS OF THE MANUFACTURER SECTION 9.1 Supply of Quality Products. 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, which specifications may be provided to the Distributor from time to time. SECTION 9.2 Defective Products. The Manufacturer shall replace, at its own cost, any and all Products delivered by the Manufacturer to the Distributor in defective or unsatisfactory state or alternatively issue appropriate credit notes for same.

SECTION 9.3 Product Support. The Manufacturer shall provide details on Product specifications and respond to questions concerning the Products, as requested by the Distributor from time to time. SECTION 9.4 Sales Literature. 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. SECTION 9.5 Communication Support. The Manufacturer shall provide a communication tool with quality visuals, including a catalog and/or video and/or website, in order to assist the Distributor with sales of the Products. SECTION 9.6 Sale Leads. The Manufacturer shall provide the Distributor promptly with all sales leads, inquiries or prospects in the Territory received by or brought to the attention of the Manufacturer. SECTION 9.7 Samples. The Manufacturer shall provide the Distributor with the necessary sample collections per model of Products per season at no cost. ARTICLE X TERMINATION SECTION 10.1 Termination. 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, and such default continues after 60 days' written notice from the nondefaulting party to the defaulting party stating the particulars of such default. Bankruptcy or insolvency proceedings are instituted by or against the other party, or the other party is adjudicated a bankrupt, becomes insolvent, 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. Change of Control, Distributor - This Agreement may be terminated by Manufacturer, in its sole discretion with written notice to Distributor, in the event of a Change of Control (as defined in Exhibit A) in Distributor. Distributor will provide Manufacturer no less than thirty (30) days prior written notice of any Change of Control event. Change of Control, Manufacturer. This Agreement may be terminated by Distributor, in its sole discretion with written notice to Manufacturer, in the event of a Change of Control (as defined in Exhibit A) in Manufacturer. Manufacturer will provide Distributor no less than thirty (30) days prior written notice of any Change of Control event.

b)

c)

(d)

SECTION 10.2 Effect on Prior Orders/Wind-Down Period. For a period of 90-days following termination or expiration of this Agreement (Wind-Down Period), the parties shall winddown their relationship, and Manufacturer shall fulfill existing Purchase Orders and Distributor shall pay for such Purchase Orders. All of the parties obligations, representations, and warranties in this Agreement shall remain in effect during the Wind-Down Period. Without limiting the generality of the foregoing, the Manufacturer shall comply with the provisions of Section 2.1 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 10.1 or termination for convenience as set forth in Section 10.5, until the end of the applicable Wind-Down Period. In any event, Manufacturer shall not allow any third party to contact Distributors sales representatives or customers during the Wind-Down Period for any purposes. Notwithstanding anything to the contrary, during the Wind Down Period, Manufacturer shall be entitled to contact customers, engage other distributors in discussions and negotiations and enter into one or more agreements for the promotion, marketing, distribution and/or sale of Products in the Territory. SECTION 10.3 Effect of Termination. Upon termination, Manufacturer shall cancel any or all accepted Purchase Orders which provide for delivery after the Wind-Down Period; SECTION 10.4 Return of Materials. Upon the expiration or termination of this Agreement, the Distributor shall deliver to the Manufacturer the originals and all copies of any marketing materials (including local translations thereof), as well as all sales literature (including local translations thereof), and other property of Manufacturer which has been provided to Distributor and which has not otherwise been disposed of in accordance with Manufacturers instructions. SECTION 10.5 Customer list. For the purpose of populating Manufacturers storefinder database, Distributor agrees to provide Manufacturer with an accurate list of retailers once per quarter upon request. 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. Customer list shall include company name, address, telephone and email contact information where available. SECTION 10.6 Termination for Convenience Fee. Notwithstanding Section 8.9 and any automatic renewal of the Term , any time after the first anniversary of the Effective Date, Manufacturer shall have the right to terminate this Agreement by providing Distributor with 60 days prior written notice of Manufacturers exercise of such right. In such event of termination, Manufacturer shall be obligated to pay to Distributor, within 60 days of providing such notice of termination, an amount calculated as follows: a. Where notice of termination is provided after the first anniversary of the Effective Date, and before the second anniversary of the Effective Date, 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. Where notice of termination is provided after the second anniversary of the Effective Date and before the third anniversary of the Effective Date, 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).

ARTICLE XI COMPLIANCE WITH LAWS SECTION 11.1 U.S. Export Laws. Manufacturer is responsible to furnish all documentation required by the U.S. government in connection with obtaining any required export license, and certifies that unauthorized diversion, transshipment or re-exportation of the Products in violation of the export license or any applicable law will not be permitted. Distributor shall further comply with the applicable law of the Territory and Manufacturer shall comply with special U.S. laws and regulations governing exports, including the Export Administration Act and regulations there under, the Foreign Corrupt Practices Act and U.S. Boycott Regulations. SECTION 11.2 Import Laws. Distributor shall use obtain all authorizations required to import the Products into the Territory and shall obtain any other regulatory approvals required. Distributor shall notify Manufacturer of the existence and content of any provision of law which, to Distributors knowledge, conflicts with any provision of this Agreement at the time of its execution or thereafter. SECTION 11.3 Registration. Distributor agrees to submit this Agreement to governmental authorities in the Territory for approval or registration if required by law, and to obtain such approval or registration. Distributor shall pay all costs and expenses for obtaining such registration. SECTION 11.4 Foreign Corrupt Practices Act. 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. In particular, the Manufacturer acknowledges that it is subject to certain United States laws, including but not limited to the Foreign Corrupt Practices Act of 1977 and any amendments thereto, which apply to activities carried out on the Manufacturers behalf outside the United States. SECTION 11.5 Materiality. Non-compliance by Distributor or by the Manufacturer with the provisions of this Article 11 shall constitute a material breach of this Agreement. ARTICLE XII TRADEMARK RIGHTS SECTION 12.1 Trademarks. (a) Manufacturer hereby represents and warrants that it is the exclusive owner of the Trademarks. Manufacturer hereby grants to Distributor a limited, exclusive, non-transferable, and royaltyfree right and license to use the Trademarks in the Territory in connection with the sale, distribution, promotion and advertising of the Products for so long as such Trademarks are used by Distributor in accordance with Manufacturers standards, specifications and instructions, but in no event beyond the Term or Renewal Term (including any Wind Down Period) of this Agreement. All such use of Trademarks by Distributor is subject to the on-going approval of Manufacturer. (b) Distributor shall acquire no right, 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, and Distributor agrees not to use any Trademarks as part of Distributors corporate or trade name or permit any third party to do so without the prior written consent of Manufacturer. 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, and will not at any time do, or cause to be done, any act or thing contesting, or in any way impairing or tending to impair, any part of

Manufacturers right, title, and interest in such Trademarks, whether or not they are registered in the jurisdictions in which Distributor is located or does business. Notwithstanding the foregoing, Distributor agrees to provide COMPANY reasonable assistance when registering Trademarks in the Territory. Such assistance may include, but shall not be limited to, locating qualified attorneys and advising which Trademarks shall be registered. (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. Manufacturer reserves the right in its sole discretion to institute any proceedings against such third party infringers and Distributor shall refrain from doing so. Distributor agrees to cooperate fully with Manufacturer in any action taken by Manufacturer against such third parties, 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. (d) Distributor agrees to use the Trademarks so as to assure their continued validity and enforceability and in strict compliance with all U.S. applicable laws and regulations. In addition, Distributor agrees not to (i) remove or alter, trade names, trademarks, notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products or containers or packages, (ii) affix to the Products any other trade name or trademark, or (iii) use the Trademarks on any other products or articles, advertisement, business card, sales brochure, or other document available to the customers or the public without Manufacturers prior written approval. ARTICLE XIII DISPUTE RESOLUTION SECTION 13.1 Negotiation. 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 13.3 below. SECTION 13.2 Governing Law. This Agreement shall be governed by and construed according to the laws of the Territory applicable therein. 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 13.3 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, 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. Arbitration will take place in Los Angeles California and will be in the English language. The arbitration shall be conducted by one (1) arbitrator who shall be selected in accordance with the rules above. SECTION 13.4 Indemnification. Each party to the Agreement (Indemnifying Party) agrees to defend, indemnify and hold the other party, its officers, directors, employees, successors and assigns (Indemnified Parties), harmless against all losses, damages or expenses of whatever form or nature, whether direct or indirect, which the Indemnified Parties, or any of them, may sustain or incur as a result of any acts or omissions of the Indemnifying Party, or any of its directors, officers, employees, or agents, including, but not limited to, (i) material breach by the Indemnifying Party of any of the provisions of this Agreement, (ii) fault on the part of the Indemnifying Party, or (iii) violation by the

Indemnifying Party (or any of its directors, officers, employees or agents) of any applicable law, regulation or order. ARTICLE XIV LIMITATION OF LIABILITY SECTION 14.1 Minimize Damages. All parties shall take all reasonable measures to avert and reduce damages. In no event shall either party be liable to the other party for special, incidental, consequential, exemplary, punitive or other indirect damages, or for loss of profits arising out of this Agreement (or any termination of this Agreement) or the manufacture, sale, supplying or failure or delay in supplying the Products related thereto, whether based upon warranty, contract, tort, strict liability or otherwise, even if a party has been advised of the possibility of such damages or losses. SECTION 14.2 Product Liability. Distributor shall neither alter the delivered Products nor their design, packaging, 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. Distributor shall have no right to make any representations or warranties, or otherwise cause any third party to believe that any warranty, except as is provided in writing by Manufacturer, is applicable to any Product. . If Manufacturer is prompted to recall a Product due to a product defect, Distributor shall support Manufacturer and undertake all reasonable measures requested by Manufacturer. Manufacturer shall indemnify Distributor for all necessary expenses incurred in this respect. 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. ARTICLE XV CONFIDENTIAL INFORMATION SECTION 15.1 "Confidential Information" means any information disclosed by either party to the other and indicated as Confidential Information, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, information relating to any business strategies or arrangements, the Products, any future proposed products and/or services, proprietary information, technical data, trade secrets or know-how, including, but not limited to, discoveries, developments, designs, including those used in the Products, processes, research, customer lists, supplier lists, manufacturer lists, pricing granted to Distributor, or other business information. 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. The restrictions set out in Section 15.1 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; becomes a part of the public domain after the date of this Agreement, other than through a breach of this Agreement by receiving party or by its authorized representatives; receiving party independently obtains, other than through a breach of this Agreement, knowledge of the Confidential Information, whether before or after the date of this Agreement;

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(d)

(e)

receiving party is required by law, court order, 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. However, to the extent it may lawfully do so, prior to any such disclosure, receiving party shall, where reasonable, and without delay, provide to disclosing party, 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. In the event that any court or administrative body requires disclosure of the Confidential Information, 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, further, 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; disclosing party consents in writing to the disclosure of the Confidential Information;

SECTION 15.2 All Confidential Information and all intellectual property rights therein remain the property of the disclosing party, and no license or other right to Confidential Information is granted or implied hereby. SECTION 15.3 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, notes and other written, printed or tangible materials pertaining to that Confidential Information upon expiration or termination of this Agreement. SECTION 15.4 The obligations to guard against disclosure of the Confidential Information set forth in this Section shall survive the termination of this Agreement. Upon termination of this Agreement, the parties shall immediately cease use of all Confidential Information disclosed to them under this Agreement. . SECTION 15.5 The parties acknowledge and agree that the sale or use or disclosure of any of the others 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, use or disclosure of Confidential Information and any damages suffered by the effected party shall not be limited by Section 14.1. The parties promise and agree not to engage in any such unfair competition with each other either during the Term of this Agreement, or at any time thereafter. SECTION 15.6. 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, both parties agree not to solicit or approach, whether directly or indirectly, any of the other partys employees for the purposes of offering them employment or entering into a consulting agreement with them, without the written consent of the other party. ARTICLE XVI REPRESENTATIONS AND WARRANTIES SECTION 16.1. Representations and Warranties. Each party hereto represents and warrants to the other that: c) it has full power, authority and legal right to execute and deliver this Agreement and to perform and observe the terms and provisions hereof;

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d) e)

it has taken all the necessary corporate action to duly authorize the execution of this Agreement; and there is no law, 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, 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. ARTICLE XVII MISCELLANEOUS

SECTION 17.1 Force Majeure. Manufacturer shall meet any quoted or agreed upon shipment date or dates. Either party shall not, however, be liable for any loss or damage, including consequential damages, due to delays or failure to fulfill its obligations that result from any cause beyond its reasonable control, such as, but not limited to, acts of God, acts of civil or military authority, labor disputes, failure or delays in transportation, embargoes, wars, attacks or riots, (Force Majeure Event). Each party's obligation to perform, if affected by a Force Majeure Event, shall be suspended during the duration of such Force Majeure Event. SECTION 17.2 No Waiver of Rights. 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, nor shall any such waiver be implied from the acceptance of any payment. No waiver in writing by one of the parties hereto, with respect to any right, shall extend to or affect any subsequent breach, either of like or different kind, or impair any right consequent thereon. SECTION 17.3 Agreement. 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. SECTION 17.4 Amendments. 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. SECTION 17.5 Non-Assignable. This Agreement and/or the rights granted hereunder shall be assignable or transferable by either party, directly or indirectly, in whole or in part upon the written notice of the other party. SECTION 17.6 Notices and Other Information. All notices given pursuant to this Agreement shall be in the English language. 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 partys Notice Address (Exhibit B). SECTION 17.7 Severability of Provisions. The invalidity under applicable law, regulations, or other governmental restrictions or prohibitions of any provisions of this Agreement shall not affect the validity of any other provisions of this Agreement, and in the event that any provision hereof be determined to be invalid or otherwise illegal, 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.

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SECTION 17.8 Gender. As used herein, the singular shall include the plural and the plural may refer to only the singular. The use of any gender or the terms it or its shall be applicable to all genders, corporations, partnerships, and other entities. SECTION 17.9 No Third-Party Benefit. Nothing herein, expressed or implied, is intended or shall be construed to confer upon or give to any person, firm, or corporation, other than the parties hereto, any remedy or claim by reason of this Agreement or any term, covenant or condition hereof, all of which shall be for the sole and exclusive benefit of the parties hereto. SECTION 17.10 Survival. All provisions that would naturally survive the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement, including without limitation, Articles I, VI, X, XII, XIII, XIV, XV and XVII. SECTION 17.11 Headings. 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. SECTION 17.12 Counterparts. This Agreement may be executed in two or more counterparts in the English language, and each such counterpart shall be deemed an original hereof. SECTION 17.13 Language. The parties hereby acknowledge having required that this Agreement and all notices, agreements or documents related hereto be drafted in English. SIGNATURE PAGE TO FOLLOW

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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:

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EXHIBIT A DEFINITIONS

Change of Control means, in respect of a party, a change in the power, (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; dispose of or exercise a right of disposal in respect of 50% or more of the issued voting securities in such party; appoint one half or more of the number of directors to the board of such party; or determine substantially the conduct of such partys business activities;

Delivery shall mean the time when Products are made available by the Manufacturer to Distributor at Manufacturers facility. Notice Address shall be the address of each party as set forth in Exhibit B to which the other party shall send notice. Order Address shall be the address for placing orders as set forth in Exhibit B, or such other address as designated in writing by the Manufacturer. Purchase Orders shall mean Distributors standard written purchase orders to be used by the Distributor to submit orders for Products to the Manufacturer. Trademark shall mean any and all trademarks, logos, designs, and trade names of Manufacturer including, but not limited to, those names listed in Exhibit B as the same may be modified by Manufacturer from time to time to include additional trademarks, logos, designs and trade names.

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EXHIBIT B

1.

ADDRESS FOR PLACEMENT OF ORDERS:

2.

SERVICE OF NOTICE:

Distributor's Address: <<Enter Address>>

2.

TRADEMARKS:

- A-2 -

EXHIBIT C

Pricing

- A-3 -