International Distributor Agreement

International Distributorship Agreement between United States Manufacturer and Foreign Distributor

This Distributorship Agreement made day of , , between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as the Manufacturer, and , a corporation organized and existing under the laws of the , of the nation of , with its principal office located at , referred to herein as Distributor.

Said Manufacturer and Distributor are sometimes referred to herein as the Parties.

Whereas, Manufacturer manufactures in the United States of America; and

Whereas, is hereafter called the Products; and

Whereas, Distributor is in the business of importing Products into France, and distributing such Products in that Country; and

Whereas, the Parties desire that Distributor shall have the exclusive right to sell Manufacturer's Products in France, hereinafter called the Territory;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I. Appointment and Acceptance

A. Manufacturer hereby appoints Distributor on an exclusive basis to purchase and resell the Products in the Territory. Distributor accepts this appointment on the terms and conditions set forth herein and obligate itself to the requirements of this Agreement.

B. The term Products shall specifically mean the Products listed on Exhibit A attached hereto. Manufacturer reserves the right to delete discontinued Products upon thirty (30) days prior written notice to Distributor. New or additional Products developed by Manufacturer during the term of this Agreement shall be added to Exhibit A.

D. The term Territory shall mean the geographic area defined on Exhibit B attached hereto. Distributor shall not, without the express written authorization of Manufacturer:

1. Re-export the Products from the Territory, or

2. Sell, service or promote the Products from a location outside of the Territory.

E. Distributor shall not appoint any sub-distributors, sub-representatives or sub-agents to sell or otherwise promote the sale of the Products without the express written consent of Manufacturer.

II. Direct Sales. Manufacturer’s policy is to sell the Products through its Distributor organization, wherever possible. In the event that Manufacturer should make any sales directly to customers in the Territory, it will compensate Distributor for any and all assistance performed at Distributor’s request. Further, in the event a prospective customer approaches Manufacturer with the request for a Product quotation which envisions shipment of the Products into the Territory, Manufacturer will reasonably compensate Distributor for any and all assistance performed at Distributor’s request in connection with any sale which results from such quotation.

III. Distributor’s Representations. In order to induce Manufacturer to enter into this Agreement, Distributor warrants and represents that:

A. Distributor is a corporate entity duly organized and in good standing, and will remain in compliance with all applicable laws in the Territory.

B. Distributor was not created primarily to enter into this Agreement or to handle the Products, and its business is not exclusively or principally devoted to the purchase and resale of the Products.

C. Distributor is and will remain an independent contractor with respect to its relationship with Manufacturer. Distributor agrees that Manufacturer has granted it no authority to make changes to Manufacturer's terms and conditions of sale, to extend Manufacturer warranties or, in general, to enter into contracts or make quotations on behalf of or to bind Manufacturer in any transactions with Distributor's customers or any governmental agencies or third parties. No relationship of employment shall arise between Manufacturer and Distributor, or between Manufacturer or any employee or representative of Distributor. Distributor is at all times acting for its own account, and at its own expense.

IV. Term

A. Subject to the provisions of Section XIII below (Termination), the term of this Agreement shall be for a fixed period of years, commencing on the Effective Date and ending automatically at the expiration of such period, unless renewed as provided in Subsection IV.2 below.

B. Manufacturer and Distributor expressly agree in writing to renew this Agreement prior to the foregoing expiration date. This Agreement shall continue in full force and effect for one or more successive one year renewal periods.

V. Prices and Terms

A. The Products prices quoted are exclusive of any national, state or local sales, use, value added or other taxes, customs duties, or similar tariffs and fees which shall be the responsibility of Distributor. In the event that Manufacturer is required to pay any such taxes, duties or fees, such items will be added to the invoice to be paid by Distributor.

B. Manufacturer may adjust the prices of the Products from time to time upon reasonable prior written notice to Distributor. Distributor shall submit a list of outstanding quotations to Manufacturer at time of price change and Manufacturer shall price protect such outstanding quotations for a period not to exceed three (3) months from the effective date of the price change.

C. All payments shall be made in United States dollars and shall be made by Distributor no later than thirty (30) days following the receipt of Manufacturer’s invoice.

D. In consideration of any open account terms given by Manufacturer, Distributor hereby grants to Manufacturer a continuing security interest in the Products now and hereafter acquired by Distributor and all proceeds derived from the resale of such Products (the Collateral) to secure payment obligations under this Agreement. Distributor acknowledges that this Section V.D constitutes a security agreement and hereby authorizes Manufacturer to file any financing statements or other documents necessary to perfect Manufacturer’s security interest in the collateral in any public office in any jurisdiction deemed necessary by Manufacturer. Distributor hereby grants Manufacturer a limited power of attorney for the sole purpose of executing in the name of Distributor such financing statements and related documents.

VI. Obligations of Manufacturer. Manufacturer will, during the term of this Agreement:

A. Provide annual training without additional charge at the facility of Distributor for a reasonable number of Distributor’s engineers, sales and/or service personnel in use, maintenance, installation and operation of the Products. Manufacturer agrees to pay all expenses of its employees to conduct such training sessions, including salaries and transportation;

B. Furnish Distributor, without charge, reasonable quantities of Product literature, including catalogues, circulars, photographs, camera ready artwork, operating and service manuals, advertising and sales material in English language or other translated international language format which Manufacturer, at its option, may publish or prepare from time to time;

C. Render assistance, as needed, to Distributor on technical and sales problems and make visits to the Territory;

D. Invoice Distributor for each Product sold on the day it is shipped or in accordance with the terms of the accepted order;

E. Receive such visitors to observe facilities of Manufacturer which Distributor introduces and Manufacturer accepts in the exercise of its reasonable judgment;

F. Participate in trade shows, open houses or exhibits in the Territory as Manufacturer deems appropriate in its discretion;

G. Assist Distributor with the development and approval of an annual business plan (Annual Business Plan), including attendance at a meeting with Distributor to conduct a mid-year review of such Annual Business Plan.

VII. Distributor Obligations. In order to induce Manufacturer to enter into this Agreement, and as a condition of its continuation in force, Distributor agrees that it will:

A. Actively use its best efforts to promote and penetrate the market for Manufacturer’s Products in the Territory;

B. Maintain adequate premises and facilities within the Territory, at its own expense, from which to sell and/or service the Products;

C. Establish and perform the requirements of the Annual Business Plan attached to this Agreement as Exhibit C hereto and attend a mid-year meeting with Manufacturer to review compliance by Distributor with such plan;

D. Employ an adequate number of capable salesmen and servicemen with engineering experience, at its own expense, to engage in the sale and service of the Products;

E. Require its salesmen from time to time, as may be mutually agreeable, to visit the facility of Manufacturer at Distributor’s expense, for the purpose of developing expertise in the capabilities, competitive advantages, and operation of the Products;

F. Promote the Products in trade shows, open houses, or exhibitions, including mailing of promotional literature to prospective customers;

G. Submit to Manufacturer regular weekly and monthly status reports in the format specified on Exhibit D attached hereto, reflecting sales activities and anticipated requirements of customers in the Territory;

H. Supply copies of end-user pricing documentation covering Products procurement as may be requested by Manufacturer from time to time;

G. Aggressively market the price/performance qualities of the Products and consult with Manufacturer prior to quoting prices above the resale price guidelines suggested by Manufacturer;

H. Promptly submit its written purchase orders to Manufacturer to facilitate reasonable delivery times and scheduling of production;

I. Diligently perform Products warranty service at customer locations; and

J. Advise Manufacturer in advance of any undertaking to represent, distribute, or otherwise handle competitive equipment of the type, size and capability of the Products.

VIII. Purchase Orders. Any purchase orders issued by Distributor are subject to acceptance by Manufacturer and will not be deemed accepted until a written confirmation has been dispatched by Manufacturer.

IX. Delivery/Title/Risk of Loss

A. Delivery of all Products ordered by Distributor shall be made Ex-Factory. ICC Incoterms (2010 edition) shall apply, except insofar as these Incoterms may be inconsistent with the terms of this Agreement.

B. Title and risk of loss to the Products shall pass to Distributor when Manufacturer gives possession to Distributor or its agent on board ship at the port of shipment.

C. All Products ordered pursuant to accepted purchase orders will be scheduled for delivery in accordance with Manufacturer's then current and normal delivery times. Manufacturer shall not be responsible for failure to deliver or comply with any provision of this Agreement if such nonperformance is due to causes beyond its reasonable control such as, but not limited to, acts of God, fire or explosions, inability to timely procure parts and components from its suppliers or subcontractors, civil and labor disturbances or delays in transportation. In such event, the time for performance hereunder shall be extended by the period of time attributable to the delay. In no event shall such extension of time exceed sixty (60) days of the original delivery date.

X. Warranty of Products.

A. Manufacturer warrants to Distributor that the Products will be free from defects in material and workmanship for a period of twelve (12) months from the date of completion of installation at the end-user site, but in no event shall the warranty period extend beyond fifteen (15) months after the date of original shipment. This Products Warranty is extended to Distributor only, and such warranty may not be passed through to Distributor’s customer.

B. The sole responsibility of Manufacturer under the foregoing warranty shall be limited, at its option, to the repair or replacement, Ex-Factory of defective parts returned prepaid by Distributor. Replacement parts supplied by Manufacturer will be guaranteed for the remainder of the warranty of Products period or ninety (90) days from date of shipment from factory, whichever is greater.

C. All Manufacturer warranties hereunder are conditioned upon proper use of the Products in the application for which they are intended, and no warranty shall apply to: (i) any Product modification, installation, service or repair made by or on behalf of Distributor, other than by Manufacturer, without the written approval of Manufacturer or (ii) Products damage caused by accident, neglect, or any cause other than ordinary use.

D. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). REPAIR OR REPLACEMENT IN THE MANNER PROVIDED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER FOR BREACH OF WARRANTY AND SHALL CONSTITUTE FULFILLMENT OF ALL LIABILITIES OF MANUFATURER WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCTS.

E. Manufacturer shall not be liable (including due to negligence and strict liability), to Distributor or to Distributor’s customer for loss or damage to property of Distributor, customer or other parties, loss of use, loss of revenues or profits, or for any special indirect, incidental or consequential damage whatsoever.

XI. Manufacturer’s Confidential Information and Rights.

A. Distributor acknowledges that it will acquire information and materials from Manufacturer and knowledge about the technology, business, organization, products, strategies, customers, and suppliers of Manufacturer and that all such knowledge, information and materials acquired, and terms and conditions of this Agreement are and will be trade secrets and confidential and proprietary information of Manufacturer (collectively Confidential Information), whether owned by Manufacturer or licensed by Manufacturer or from third parties. Distributor is under an obligation to maintain the secrecy of such Confidential Information. Without limiting the generality of the foregoing obligations, Distributor agrees that for the term of this Agreement and thereafter until such time as the Confidential Information is in the public domain, Distributor will (i) not disclose, publish or disseminate any Confidential Information to any third party written the prior written approval of Manufacturer except to its employees with a “need to know” who have executed an agreement with Distributor to comply the nondisclosure and nonuse obligations of this Section XI., (ii) not use any Confidential Information for any other purpose other than to perform the obligations of this Agreement, and (iii) treat all Confidential Information in a secret manner, including placing appropriate restricted marking and legends on the Confidential Information and maintaining such written information in a secure storage facility.

B. During the term of this Agreement, Distributor is authorized to use trademarks of the Manufacturer for the Products in connection with Distributor's advertisement, promotion and distribution of the Products in the Territory. Distributor acknowledges that Manufacturer owns and retains all trademarks, copyrights and other proprietary rights in the Products, and agrees that it will not at any time during or after the termination of this Agreement seek to register any such trademark, trade name, copyright or other proprietary right or assert or claim any interest in or take any action which may adversely affect the validity or enforceability of any trademark, trade name, trade secret, or copyright belonging to or licensed to Manufacturer.

C. Distributor agrees to use reasonable efforts to protect Manufacturer's proprietary rights and to cooperate in Manufacturer's efforts to protect its proprietary rights. Distributor agrees to notify Manufacturer of any known or suspected breach of manufacturer's proprietary rights and to cooperate with Manufacturer without making any charge therefore in any action by Manufacturer to investigate or remedy an infringement of such rights.

D. Neither Distributor nor its employees and agents, will, without Manufacturer's prior consent, alter any of the Products or remove, alter, obliterate or mar any notice or legend of Manufacturer's copyrights, trademarks or trade secrets.

XII. Infringement Indemnification.

A. Manufacturer shall defend any claim, suit or proceeding brought against the Distributor so far as it is based on a claim that the use or transfer of any Products delivered hereunder constitutes an infringement of a patent, trademark or copyright registered in the United States, so long as Manufacturer is notified promptly in writing by the Distributor of any such action and given full authority, information and assistance at Manufacturer's expense for the defense of any such claim or proceedings. Manufacturer shall pay all damages and cost awarded against the Distributor but shall not be responsible for any settlement made without its consent. In the event of final judgment which prohibits the Distributor or the Distributor's customers from continued use of any Products by reason of infringement of such patent, trademark or copyright, Manufacturer may, at its sole option and at its expense, obtain the rights to continued use of any such Products, replace or modify such Products so that it is no longer infringing.

B. Manufacturer shall have no liability to the Distributor under any provisions of this Section XII if any patent, trademark or copyright infringement or claim thereof is based upon the use of Products delivered hereunder in connection or in combination with equipment or devices not delivered by Manufacturer or use of any such Products in a manner for which the same was not designed.

XIII. Termination.

A. Manufacturer may terminate this Agreement at any time prior to the expiration of its stated term upon the occurrence of any of the following events, each of which is expressly declared to be "Just Cause" for termination of this Agreement:

1. Distributor defaults in any payment due Manufacturer for Products purchased under this Agreement and such default continues unremedied for a period of fifteen (15) days following Manufacturer's written notice to Distributor;

2. Distributor fails to perform or meet the provisions of the Annual Business Plan set forth in Exhibit C and such noncompliance continues unremedied for a period of thirty (30) days following Manufacturer's written notice to Distributor;

3. Distributor fails to perform any other obligation, warranty, duty or responsibility under the Agreement, and such failure or default continues unremedied for a period of thirty (30) days following Manufacturer's written notice to Distributor;

4. Distributor becomes insolvent; proceedings are instituted by or against it in bankruptcy, insolvency, reorganization or dissolution; or it makes an assignment for the benefit of creditors; or

5. Distributor is merged, consolidated, or substantially changes the nature or character of its business, or substantially changes its management ownership or principals;

B. Either party may terminate this Agreement at will at any time during the term of this Agreement, with or without cause, by giving not less than three (3) months written notice to the other party.

C. Upon termination hereby by either party:

1. All sums due to either party from the other shall be promptly paid;

2. Distributor orders received and accepted by Manufacturer prior to termination of this Agreement shall be fulfilled in accordance with their terms;

3. Distributor shall deliver promptly to Manufacturer all Confidential Information in Distributor’s possession or under the control of Distributor;

4. Distributor will cease all display, advertising and use of Manufacturer trade names, trademarks, logos and designations, except uses on the Products which remain in Distributor's possession; and

5. Manufacturer shall have the option to repurchase any or all of the Products in Distributor’s inventory which are new and unused at net price paid originally by Distributor.

XIV. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of , U.S.A. The U.N. Convention on Contracts for the Sale of International Goods is hereby excluded from application to this Agreement.

XV. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. Unless the parties agree otherwise, the arbitration proceedings shall take place in , . Any such arbitration proceedings hereunder shall be conducted in English. The award of the arbitrator shall be in writing, shall be final and binding upon the parties, shall not be appealed from or contested in any court and may, in appropriate circumstances, include injunctive relief. Judgment on such award may be entered in any court of appropriate jurisdiction, or application may be made to that court for a judicial acceptance of the award and an order of enforcement, as the party seeking to enforce that award may elect.

XVI. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

XVII. U.S. Laws and Regulations. Distributor acknowledges that Manufacturer has informed it that United States law and related regulations may under certain circumstances forbid the re-export of Products (or associated technical data) sold or transferred to customers in the Territory or elsewhere. Distributor agrees that it will make every reasonable effort to comply with such regulations, including providing customer information required by Manufacturer to comply with United States and local country laws and regulations.

XVIII. Indemnification. Distributor agrees to indemnify and hold Manufacturer harmless from any costs, claims damages, losses, liabilities or expenses (including reasonable attorney's fees) asserted by any third party resulting from Distributor’s breach of the Agreement, any inaccurate or unauthorized representation or warranty made by Distributor, or failure to conform to local laws and regulations.

XIX. In addition to the obligation of Distributor to pay Manufacturer all amounts due hereunder, Distributor’s obligations under Sections XI, XII, XIV, XV, XVI, XVII, XVIII and XIX shall expressly survive termination of the Agreement.

XX. Assignment. Neither party may assign any of the rights or obligations set forth in this Agreement without the prior written consent of the other, provided that Manufacturer shall have the right to assign any portion of the Agreement to its subsidiaries and affiliated companies.

XXI. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

XXII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

XXIII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

XXIV. Exhibits. Exhibits A, B, C and D are expressly incorporated into and made part of this Agreement.

XXV. Language. This Agreement has been written in the English language. It may be translated, for convenience, into other languages. However, in case of error or disagreement, the executed English language version shall prevail.

WITNESS our signatures as of the day and date first above stated.

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