DISTRIBUTORSHIP AGREEMENT

KEITI-Form

SALES REPRESENTATIVE AGREEMENT

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(02-380-0290, www.greenexport.or.kr) .

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, , , , , A/S DISTRIBUTORSHIP AGREEMENT SALES REPRESENTATIVE AGREEMENT

This Sales Representative Agreement (this Agreement) is made and entered into this [insert Date,Month,Year] by and between [insert Principal], a corporation duly organized and existing under the laws of the Republic of Korea (Korea), having its principal office at [insert Principals ] (hereinafter referred to as, the Principal) and [insert Representative ], a corporation duly organized and existing under the laws of [insert Principal ], having its principal office at [insert Representative ] (hereinafter referred to as, the Representative).

WITNESSETH:

WHEREAS, Principal is a company with extensive experience in the manufacture, distribution and sale of the Products (as hereinafter defined) and is willing to appoint Representative as its sales representative for the Products in the Territory (as hereinafter defined); and

WHEREAS, Representative is a company that possesses the skill and experience necessary to promote and solicit offers and orders for the Products in the Territory and is willing to accept the appointment as Principals sales representative for the Products in the Territory.

NOW THEREFORE, in consideration of the premises and mutual promises, obligations and agreements contained herein, the parties hereby agree as follows:

Article 1DefinitionsIn this Agreement, except where the context otherwise clearly requires, the following terms shall have the meaning set forth below.

1.1Net Selling Price shall mean the actual price received by Principal for the Products sold to customers in the Territory, exclusive of any handling, freight, insurance, export/import duties and like charges, and net of any taxes, discounts, returns, refunds and collection costs with respect to the Products sold.

< TIP > , , . delivery term .

1.2Products shall mean those products described in Exhibit I hereto as that Exhibit may be amended by Principal from time to time at its sole discretion.

1.3Territory shall mean [*].

< TIP > . the United States, its commonwealths, territories, and possessions the United States . territory exclude (, Guam) . (, the United States, excluding Guam).

1.4Terms and Conditions shall mean Principals terms and conditions for the sale of Products.< TIP > customer . Equipment Supply Agreement ( ) .

1.5Trademarks shall mean the trademarks specified in Exhibit II hereto as that Exhibit may be amended by Principal from time to time at its sole discretion.Article 2Appointment and Acceptance2.1Scope. Principal hereby appoints Representative, and Representative hereby accepts appointment, as Principals nonexclusive sales representative in the Territory for the purpose of soliciting and obtaining orders for Products upon and subject to the terms of this Agreement. Representative shall use its best efforts:(a)diligently to seek customers in the Territory for the sale of Products;

(b)to negotiate for the sale of Products in the Territory under the Terms and Conditions and in accordance with instructions from Principal; and

(c)generally to cooperate with Principal to the fullest extent in implementing the programs, policies, directions, requests, and instructions of Principal.< TIP >Sales Representative Agreement 2 . , . 2.1 Principal hereby appoints Representative, and Representative hereby accepts appointment, as Principals exclusive sales representative in the Territory for the purpose of soliciting and obtaining orders for Products upon and subject to the terms of this Agreement. Representative shall use its best efforts:

(a)diligently to seek customers in the Territory for the sale of Products;(b)to negotiate for the sale of Products in the Territory under the Terms and Conditions and in accordance with instructions from Principal; and

(c)generally to cooperate with Principal to the fullest extent in implementing the programs, policies, directions, requests, and instructions of Principal.

exclusive sales representative .2.2 Minimum Solicitation. To maintain the exclusivity, Representative shall solicit and obtain minimum orders for the Products in the Territory in the following amount:

Contract Year

Quantity

Amount

1

2

3

2.3 Non-Compete. During the term of this Agreement [and for a period of one (1) year thereafter], Representative and Representatives officers, directors, employees, and agents shall not directly or indirectly: (i) sell, distribute or solicit orders for products which are competitive to the Products, (ii) request any customer to curtail or cancel its relationship or purchase of Products with Principal, or (iii) otherwise divert or attempt to divert any customer from patronizing Principal. During the one (1) year period after termination or expiration of this Agreement, any then current customers of Principal who contact Representative regarding the Products shall be referred directly to Principal. Representative represents and warrants that it presently is not engaged in any type of business or activity which might be deemed competitive to Principal.

2.2Independent Contractors. The relationship of Principal and Representative shall be that of independent contractors and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) constitute Representative, its agents or employees as the agents or employees of Principal or to grant to them any power or authority to act for, bind or otherwise create or assume any obligation on behalf of Principal for any purpose whatsoever.

2.3Product Changes. Principal shall be under no obligation to Representative to continue its business or to continue to sell or supply any of the Products.

Article 3Solicitation and Acceptance of Orders or Offers to Sell3.1Solicitation. All of Representatives solicitations will be conducted in accordance with such procedures, prices, terms and conditions as Principal may specify from time to time. All quotations and orders for the Products must be submitted under Principals then current Terms and Conditions and using such forms as Principal may from time provide to Representative. Principal may, at Principals option, make a price quotation directly to any person in the Territory without prejudice to Representatives right to receive a commission on a resulting sale in accordance with Article 5.5 hereof.

3.2Acceptance. All purchase orders solicited by Representative hereunder are subject to acceptance or rejection by Principal, which approval or rejection shall, in all cases, be given in writing to the customer. No such order or offer shall be binding upon Principal until so accepted. Principal shall have the right to refuse to enter into any sales transaction for any other reason which, in the sole judgment of Principal, is reasonable grounds for refusal and Representative shall not be entitled to any commission thereon.

Article 4Obligations of Representative4.1Informing Customers. Representative agrees fully to inform all persons and entities with which it has dealings that:

(a)Representative has no authority to vary, alter, enlarge or limit Principals then current Terms and Conditions as provided to Representative by Principal from time to time, nor to make any allowances or adjustments in accounts or authorize the return of any Products, without first obtaining, in each and every instance, Principals prior written authorization; and(b)Representative has no right, power or authority to accept any order to purchase, or to assume or create any obligation, express or implied, on behalf of Principal.

4.2Personnel. Representative shall employ or retain an adequate organization of well-trained and qualified personnel to effectively perform its obligations hereunder the Territory.

4.3Customer Support and Cooperation with Principal. Representative agree (i) to respond promptly to any reasonable request by Principal for market information or its activities in the Territory, including without limitation advertising and promotion plans, (ii) to forward promptly to Principal any inquiry or other communication concerning Products, its parts and after-sale services, (iii) to cooperate fully with Principal in dealing with any customer complaints concerning the Products and to take such action to resolve such complaints as may be reasonably requested by Principal, and (iv) to cooperate fully with Principal in regard to all sales and customer support activities relates to the Products, including parts and after-sale services.

4.4Compliance with Law. Representative shall, at all times, comply with all applicable laws, regulations, and orders of any government of the Territory or political subdivisions thereof, relating to or in any way affecting this Agreement and Representatives performance hereunder, including the obtaining of any required licenses, permits or approvals.

4.5Confidentiality. Representative shall not disclose to any third party, without the prior written consent of Principal, or use for any purpose other than the performance of its obligations under this Agreement, any confidential information concerning the Products or business affairs of Principal (including, but not limited to, prices, discounts, terms and conditions of sale, customers, business affairs, Products or Product specifications) which it acquires or develops in the course of its transactions with Principal.

< TIP >4.5() 3 .

Article 5Commissions5.1Scope. Subject to the provisions hereof, Principal shall pay Representative, as the sole and exclusive compensation to Representative for any and all services hereunder performed with regard to the solicitation or obtaining of orders for the Products, commissions in an amount equal to [*]% of Principals Net Selling Price for the Products sold by Principal in the Territory.5.2Payment of Commissions. Principal shall make payment of commissions to Representative only on the Products as to which payment is received from or on behalf of customers. Where such payments received by Principal only partially fulfill the entire obligation to Principal, the commissions payable thereon shall be limited to the commission rate set forth in Article 5.1 above, multiplied by the amount of the Net Selling Price actually received by Principal. Payment of commissions shall be made within [*] days after payment has been received from customers by Principal.

5.3Returns. Principal shall charge against Representatives commission account the amount of any commissions already credited or paid in connection with adjustments for returned goods and refunds. Any net amounts due from Representative to Principal after such adjustments shall be paid to Principal upon demand.

5.4Sale in Territory. Representative will be compensated only for sales made by Principal in the Territory. A sale shall be deemed made in the Territory when an order for the Products is placed or receives from an address or location within the Territory. When an order originates in the Territory for shipment to a location outside the Territory, or when purchasers of the Products reship the Products from the Territory to a location outside the Territory, Representative shall, subject to the provisions of Section 5.3 hereof, receive the full commission for those sales.

5.5Participation Required. Representative shall be compensated for sales made by Principal in the Territory only if and to the extent that Representative has directly and materially participated in soliciting or obtaining such sales.

5.6Assignment. During the term of this Agreement, Representative shall not have the right to assign commissions hereunder prior to the time such commissions have been earned and may be rightfully claimed by Representative, but all commissions properly due shall in any event inure to the benefit of Representatives legal successors.

5.7Orders Received. Notwithstanding any other provision of this Article 5, upon termination of this Agreement by either party, Principal will continue to pay commissions as provided in this Article 5 on all sales with respect to which orders or offers to sell to Principal are received and accepted by Principal as of the date of such termination, provided that Representative shall have participated directly and materially in the solicitation or obtaining of such orders.

5.8Full Compensation. Commissions paid to Representative by Principal pursuant to this Article 5 shall constitute the full compensation to which Representative shall be entitled under this Agreement. Representative shall bear the entire cost and expense of conducting its business including, but not limited to, salaries and commissions of its personnel, office and communications cost, travel and advertising expenses, and similar expenses. Representative hereby agrees that it will not, under any applicable law, make any claim for compensation to Principal on the ground that Representative is entitled to compensation additional to that specified in this Article 5 on the ground that Representatives activities during the term of this Agreement had significantly contributed to Principals gain such as obtaining new customers or increase in business transactions.5.9Payment Currency. All payments to Representative under this Article 5 shall be made in [U.S. dollars].

Article 6Assistance by PrincipalPrincipal shall provide Representative with information and illustrated materials, and advertising materials suitable for the promotion and advertising of, and solicitation for, the Products, as in the opinion of Principal may be necessary or useful to Representative.

Article 7Trademarks7.1Grant of License. During the term of this Agreement, Principal hereby grants to Representative, a non-exclusive, non-transferable, and royalty-free right and license to use the Trademarks for the purpose of the promotion and advertising of the Products and the solicitation of orders for the Products in the Territory for so long as such Trademarks are used by Representative in accordance with Principals standards and instructions, but in no event beyond the term of this Agreement.

< TIP > . , . 7.1Grant of License. During the term of this Agreement, Principal hereby grants to Representative, an exclusive, non-transferable, and royalty-free right and license to use the Trademarks for the purpose of the promotion and advertising of the Products and the solicitation of orders for the Products in the Territory for so long as such Trademarks are used by Representative in accordance with Principals standards and instructions, but in no event beyond the term of this Agreement. , , .

7.2Prior Notice and Approval. When Representative intends to use the Trademarks under Article 7.1, prior to use, Representative shall, inform Principal of the manner of such use and submit a sample of any materials including but not limited to, catalogues, leaflets, posters, newspapers, bearing the Trademarks for prior inspection and approval by Principal. When Representative wishes to change the approved use of the Trademarks, prior to change Representative shall inform Principal of the desired change and submit a sample of the materials bearing the altered use of the Trademarks for prior inspection and approval by Principal. In any event, the manner of use of the Trademark or any change thereof shall be subject to Principals prior approval and Representative shall not use the Trademark in any other manner than approved in advance by Principal.

7.3Proprietary Rights. Representative recognizes that any of the Trademarks, trade names, designs, copyrights and other proprietary rights, used on or embodied in the Products (Proprietary Rights) shall remain the exclusive property of Principal. Representative shall not have or acquire any right, title or interest in Proprietary Rights.7.4Prohibited Use. During the terms of this Agreement or even after termination, Representative shall not (i) use the Trademarks or similar trademark on any other products than Principals nor let other companies use the Trademarks, and (ii) directly or indirectly apply for the registration of the Trademarks or any similar trademark with respect to the Products or any other materials in any country of the world.

7.5Notice Obligation. When Representative finds that a third party infringes or impairs the Trademarks or Principals goodwill involved therein, or when a third party brings a claim, suit or action against Principal or Representative on the ground that Representatives use of the Trademark may infringe on the third partys rights, Representative shall promptly inform Principal thereof and co-operate with Principal to settle or resolve the problem.

Article 8Term and Termination8.1Term. This Agreement shall become effective upon signing, and shall continue in full force and effect for a period of [*] years from the date in the preamble hereof, unless earlier terminated pursuant to Article 8.2.

< TIP >, 8.1 . .8.1Term. This Agreement shall become effective upon signing, and shall continue in full force and effect for a period of [*] years from the date in the preamble hereof, unless earlier terminated pursuant to Article 8.2. Upon the expiration of this Agreement, it shall be automatically renewed for successive [one (1) year] terms unless either party gives the other party notice of its intention not to so renew at least [ninety (90)] days before the date of expiration of the initial term or any successive [one (1) year] renewal terms, as the case may be.

< TIP >8.2 . .

8.2Termination. Representative or Principal may terminate this Agreement with immediate effect upon written notice to the other party, in any of the following cases:

(i) If the other party is, becomes, or is deemed to be, insolvent or bankrupt, makes an assignment for the benefit of, or enters into or makes any arrangement of rehabilitation or bankruptcy with, its general creditors, or any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of such party;

(ii) If the other party is in breach or default in the performance of any obligation under this Agreement, which breach or default has not been cured within 30 days of receiving written notice from the non-breaching party pointing out the breach or default in the performance and demanding cure thereof; and

8.3Effect of Termination. Termination of this Agreement shall release the parties from further performance of their respective obligations hereunder, other than any liability which at the time of termination has already accrued to each party, or which thereafter may accrue in respect of an act or omission prior to such termination. Termination of this Agreement shall not affect any right, duty or obligation of a party which by its nature survives termination of this Agreement.

8.4Indemnification. Each party hereto shall indemnify and hold the other party harmless from and against any and all damages, losses and liabilities (including fees and disbursements of attorneys, accountants, and other professional advisors) resulting from or arising out of any breach of any covenant, agreement, undertaking or obligation of such party set forth in this Agreement.

PRIVATE Article 9Noticetc \l 0 "01Article 20. Notice"< TIP >9 , . .

Any communication, demand or notice to be given hereunder shall be deemed to be duly given when delivered in writing by hand, by mail to the address set forth in the introductory paragraph of this Agreement, or by facsimile transmission or email as follows:

To Representative:

Attention: [*]

Facsimile: [*]

Email: [*]To Principal:

Attention: [*]

Facsimile: [*]

Email: [*]or to each party at such other address as such party may designate by notice in writing to the other party. Notices delivered by hand shall be deemed received upon delivery; notices sent by postage prepaid registered mail shall be deemed received one (1) week after sending; and notices sent by facsimile transmission or email shall be deemed received at one (1) business day after the time the transmission is recorded at the facsimile machine of the sender or at the email server of the recipient.

Article 10Tax< TIP >10 . .

tc \l 0 "01Article 16. Tax"Principal and Representative shall each be responsible for all taxes with respect to the transaction hereof which are imposed on the respective party, in accordance with the applicable laws. Principal shall pay all amounts due under this Agreement after deduction of any withholding tax required to be withheld and paid by Principal under the relevant tax laws and tax treaty, and shall provide Representative with copies of the receipts for such taxes withheld and paid.

Article 11Applicable Law

< TIP >11 . . , CISG ( ) CISG .

The parties hereto agree that the validity, formation and interpretation of this Agreement shall be governed by the laws of Korea without reference to its conflicts of law principles. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement. Article 12Dispute Resolution< TIP >12 . , . .

Disputes arising out of this Agreement shall be first settled by negotiation and reconciliation. In case they cannot be settled, said disputes shall be resolved by arbitration in [Seoul, Korea] which shall be conducted in the English language [through the administration of the Korean Commercial Arbitration Board] in accordance with the Rules of Arbitration of [the Korean Commercial Arbitration Board and under Korean law] by one arbitrator appointed in accordance with such Rules. The decision of such arbitrator shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The expenses shall be paid by the losing party. Pending the resolution of any dispute, the parties hereto shall continuously and fully perform all of their respective obligations under this Agreement.

< TIP > [ ] [Singapore], [the Singapore International Arbitration Centre], [the Singapore International Arbitration Centre] . ICC (International Chamber of Commerce) , (SIAC) rule .

PRIVATE Article 13Miscellaneoustc \l 0 "01Article 21. Miscellaneous"< TIP >13 . , .

13.1Entire Agreement. This Agreement contains the entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations, understandings and agreements on any subject matter of this Agreement.

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13.2Severability. If any provisions on this Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired.

13.3Amendment. No provision of this Agreement may be amended, modified, waived or rescinded except by a written agreement executed by the parties hereto.

13.4Counterparts; Controlling Language. This Agreement may be executed in any number of counterparts. Any single counterpart or a set of counterparts executed, in either case, by both parties hereto shall constitute a full and original agreement for all purposes. This Agreement and all notices delivered hereunder shall be in the English language, and in the event of any conflict between the English-language version and a translated version of any such notice or document, the English-language version shall prevail.

13.5Assignment. Neither Principal nor Representative shall assign or transfer, or purport to assign or transfer, any of its rights or obligations under this Agreement to a third party, without the prior written consent of the other party.

IN WITNESS WHEREOF, Representative and Principal have caused this Agreement to be duly executed on the day and year first above written by their duly authorized representatives.

Principal:

Representative: [insert the name of Principal]

[insert the name of Representative]

_________________________

_______________________

NAME:

NAME:

TITLE:

TITLE:EXHIBIT I

PRODUCTS

EXHIBIT II

TRADEMARKS

CISG(United Nations Convention on Contracts for the International Sale of Goods) UN UN. 2004 , CISG .

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