After friendly negotiation between the two parties, Party A is willing to appoint as a dealer to sell its products in . In order to clarify the rights and obligations of both parties, this agreement is entered into.

Party A: %% Company (hereinafter referred to as Party A) Appointed Party: (hereinafter referred to as Party B)

Address: Address:

Telephone:

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Fax:

Email:

Article 1. Relationship between the parties:

During the validity period of this agreement, Party A and ** Company The relationship is purely between seller and buyer.

This agreement does not create agency rights, and neither party can represent the other party to a third party. If the other party is damaged as a result, the party who has exceeded its authority must bear compensation and legal liability.

Article 2. Products.

The products referred to in this agreement refer to the products manufactured by the nail party.

Article 3. Distribution Rights

Party A gives ** Company the right to import and sell its products within the scope of .

Article 4, Franchise

Except for ** Company, Party A shall not appoint other companies within the scope as its distributors and agents.

Article 5. Price

Party A must provide Party B with a favorable price. The preferential price must be lower than the normal trade price.

Article 6. Transaction Method

Every transaction between two parties must be concluded with a contract, and both parties must be bound by each contract.

Article 7. Seller’s Responsibilities

1. Provide Party B with samples of new products at its own expense, with 1-2 samples for each sample.

2. Agree that Party B will introduce Party A’s website to customers when conducting business promotion and indicate its identity as a distributor.

3. During the validity period of the agreement: If Party A obtains the registration, trademark, or other commercial mark of a patented product, it must immediately provide it to Party B.

4. Party A must transfer new domestic customers with whom it wishes to establish business relationships to Party B.

5. Continuously provide opinions and information that help promote products.

Article 8. Distributor Responsibilities

1. Maintain an organization with operational capabilities at its own expense to effectively promote products for Party A.

2. Participate in some trade fairs or produce advertising materials such as websites and catalogs to promote Party A’s products at your own expense.

3. Within the validity period of this agreement, the monthly transaction volume in the first year must reach 10,000 US dollars, and will increase by 20% every year thereafter.

4. Provide Party A with A bank recognized by Party A shall be the settlement bank.

5. Do not purchase or sell similar products of other companies

6. Continuously provide Party A with relevant domestic business intelligence

Article 9, Valid Time Limit

This Agreement shall take effect from _____ and shall be valid for ___ years.

If both parties fail to reach an agreement on renewing this agreement within three months before expiration, this agreement will automatically expire upon expiration and both parties will no longer be bound by it.

Article 10. Breach of Contract

If any party to this agreement breaches the contract, the other party may notify it in writing to correct the breach. If the defaulting party fails to correct its breach within three months, the other party has the right to terminate this Agreement.

Article 11, General Terms

1. Force majeure:

If any party to this agreement encounters an event beyond its power, causing all or If it is partially unable to perform this agreement, its liability may be exempted within the following scope. Such as: fires, floods, tsunamis, earthquakes, lightning strikes, typhoons, cyclones, epidemics, explosions, mechanical accidents, wars, corruption, sanctions, labor disputes or government policy actions, or other reasons that are truly beyond human control.

However, one party must send a written notice of force majeure certified by the government or relevant agency to the other party as quickly as possible until the other party confirms receipt of the notice.

2. Assignment:

This Agreement is subject to any transfer of the rights and obligations stipulated in this Agreement by either party without the express written consent of the other party. All are invalid.

3. Business secrets

Neither party to this agreement shall disclose the business secrets between the parties to a third party during the validity period and within one year of expiration. If it causes loss of interests to the other party, the other party has the right to pursue the financial liability of the party who leaked the trade secrets.

4. Arbitration

In the event of any dispute arising out of this Agreement or matters related to it, the two parties shall resolve it through friendly negotiation. If the dispute cannot be resolved, it shall be submitted to the China Council for the Promotion of International Trade for arbitration. The arbitration is final and the reasonable costs incurred by both parties in conducting the arbitration shall be borne by the losing party.

5. Agreement text

This agreement is written in English and Chinese. If there is a conflict in the meaning of the two languages, the meaning of the two languages ??must be followed. Compromise judgment.

This Agreement is made in duplicate, with each party holding one copy.

This agreement will take effect at the agreed time after being signed by both parties.

Place of signing

Party A and Party B

English:

The following agreement form are for reference only, before sign, both parties have the right to make amendment on any term in the following form.

Exclusive Distribute Agreement

Through the friendly negotiation of both parties, Party A agree to appoints sell Party A's products as the exclusive distributors in . In order to make the right and obligation of both parties clear, conclude this agreement specially.

Parties to this contract are as follows:

%%Co., Ltd ( hereinafter referred to as Party A)

Address:

Tel:

Fax:

Email:

company (hereinafter referred to as Party B)

Address:

Tel:

Fax:

Email:

< p> Article 1, Relation between both parties:

During the period of validity, the relation between Party A and company is purely the relation between the buyer and the seller.

This agreement doesn't bring the attorneyship, either party can't on behalf of another party to the third party, if therefrom cause losing to the other party, The party who going beyond his purview must undertake to compensate responsibility and law's responsibility

Article 2, Products.

Products referred in this agreement are toys, stationery and other products Party A manufacture.

Article 3, Distribution right

Party A give company exclusive right of import and sell his products in the range of .

Article 4,

Exclusive right

Except for company, Party A can't appoint other company as his distributor and agent in the range of .

Article 5, Prices

Party A must offer the most favorable prices to Party B. The most favorable prices must be lower than normal trading prices.

Article 6, Trade method

A contract shoule be signed on every business between both parties, both parties should subject to every contract.

Article 7, Responsibility of the Seller

1. Offer new products samples to Party B at his own expense, each sample is 1 to 2 pcs.

2. Agree that Party B introduces Party A's website to the customer when promoting business, and show his identity of exclusive distributor

3. During the validity period of agreement: If Party A get register of licensed products, or brand naem or other business symbol, must offer to Party B immediately.

4. Party A should transfer the new customers who want to establish business relationship with Party A in the range of to Party B.

5. Offer suggestion and materials contributing to promote the sale of products constantly.

Article 8, Responsibility of distributor

1. Maintain an organization with management ability at his own expense, promote the sale of products for Party A practically.

2. Participate in some fairs or make advertise material such as website, product catalog in order to promote Party A's products at his own expense.

3. Duri

ng the validity of this agreement, business amount of each month in the first year must reach USD, and increase progressively 20% every year afterwards

4. Party A offer a bank which approved by Party A as settlement bank .

5. Can't purchase or sell similar products of other companies.

6. Offer related domestic business information to Party A constantly.

Article 9 , Valid time limit

This agreement comes into force since the , the term of validity is years.

If the two Parties can't agree to re-sign this agreement three months before the expiration of this agreement, then this agreement will be invalid when it expires and the two parties will not restricted by it any more.

Article 10, Breach of contract

If a noncompliance has taken place to either party of this agreement, another party should inform hime to correct by written. If delinquent partiy do not correct its noncompliance yet within three months, then another party has the right to discontinue this agreement.

Article 11. General clause

1. Force majeure clause

If either Party At this agreement experiences an incident out of strength so as to be disable to perform this agreement in whole or in any part of obligation under this agreement, can release its responsibility in the following range. Such as fire, floods, tsunami, earthquake, striking by lightning, typhoon, whirlwind, epidemic disease, exploding, mechanical accident, war, rebelli

on, punishing, laborer's dispute or policy action of government or other reason that really the impersonal force can be resisted.

But the party should get the written notice of force majeure reason made by the government or relevant organizations and send to another Party At the quickest speed until another party should inform to confirm receiving.

2. Transfer

On this agreement, before another Party Agrees clearly in an written way, any transfer of either party which involves right and obligation of this agreement stipulates is invalid.

3. Business Secret

In the period of validity and one year after expired, either party of this agreement shouldn't 't let out the business secret between both parties to the other person, if lead to the fact therefrom that the interests of another Party Are lost, another party has right of demanding the economic responsibility of the party which lets out business secret.

4. Arbitration

While resulting in disagreeing because of this agreement or its relevant thing, the two parties should consult and solve in a friendly way, if can't solve, should submit to China Council for the Promotion of International Trade (CCPIT) for arbitrating, the arbitration is the end, the rational expenses that happened between both parties because of carrying on arbitration are born by party losing the lawsuit.

5. Agreement Text

This agreement is written both in English and Chinese, if there is con

flict between two kinds of languages ??on the meaning of word, an eclectic judge should be made according to the meanings of two kinds of languages.

This agreement is in , each party holds one.

< p> This agreement will come into force in appointed time after both parties sign.

Place of Sign.

Party A Party B