KEITI-Form

DISTRIBUTORSHIP AGREEMENT

.

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

, , , , Distributor . , . , A/S .

, , SALES REPRESENTATIVE AGREEMENT .DISTRIBUTORSHIP AGREEMENTThis Distributorship Agreement (this Agreement) is made and entered into this [insert Date,Month,Year] by and between [insert Supplier], a corporation duly organized and existing under the laws of the Republic of Korea (Korea), having its principal office at [insert Suppliers ] (hereinafter referred to as, the Supplier) and [insert Distributor ], a corporation duly organized and existing under the laws of [insert Distributor ], having its principal office at [insert Distributor ] (hereinafter referred to as, the Distributor).WITNESSETH:

WHEREAS, the Supplier is a company with extensive experience in the manufacture, distribution and sale of the Products (as hereinafter defined) and is willing to grant to the Distributor the right and license to distribute and sell the Products in the Territory (as hereinafter defined); and

WHEREAS, the Distributor is a company engaged in the business of [Distributor ] and desires to obtain the right and license from the Supplier to distribute and sell 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.

1.1Products shall mean those products described in Exhibit I hereto as that Exhibit may be amended by the Supplier from time to time at its sole discretion. 1.2 Territory shall mean [*].< TIP > . the United States, its commonwealths, territories, and possessions the United States . territory exclude (, Guam) (, the United States, excluding Guam).

1.3Trademarks shall mean the trademarks specified in Exhibit II hereto as that Exhibit may be amended by the Supplier from time to time at its sole discretion.

Article 2Appointment and Acceptance2.1Appointment. During the term and subject to the conditions hereinafter set forth, the Supplier hereby appoints the Distributor as the sole and exclusive distributor for the Products in the Territory and the Distributor accepts such appointment.

2.2Suppliers Duty. During the term of this Agreement, the Suppliers shall not supply the Products to any third party within the Territory.2.3Distributors Duty. The Distributor shall not, directly or indirectly through another party, purchase, import, export, sell, distribute, or otherwise deal in products competitive with or similar to the Products in the Territory.< TIP >Distributorship 2 . , .2.1Appointment. During the term and subject to the conditions hereinafter set forth, the Supplier hereby appoints the Distributor as a non-exclusive distributor for the Products in the Territory and the Distributor accepts such appointment.

2.2Suppliers Right. During the term of this Agreement, the Supplier may directly sell the Products in the Territory or supply to any third party for sale within the Territory.

Article 3Purchase Orders< TIP >3.1 purchase order , delivery [*] .

3.1 Purchase Order. Purchase orders shall be given in writing and shall clearly specify (i) the identity of the Product being purchased, (ii) the quantity, (iii) the purchase price, (iv) the general shipping instructions including destination address, (v) the delivery schedule, and (vi) instruction for invoicing, (vii) any other special information required by this Agreement or by the circumstances of the particular order. Except otherwise agreed by the Supplier, the Distributors purchase orders must be received by the Supplier at least [*] days prior to the requested delivery dates.

3.2 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 expressly agreed to in a writing which specifies the extent to which such purchase order overrides the terms and conditions of this Agreement and which is signed by authorized representatives of both parties.

< TIP > purchase order , .

3.3 Acceptance. Within [7] days after the receipt of a purchase order, Supplier shall in writing inform Distributor of the acceptance or rejection of the purchase order. If Supplier fails to inform Distributor of the acceptance of the purchase order within [7] days after the receipt of the order, Supplier shall be deemed to have [accepted]/[rejected] the purchase order. < TIP > purchase order purchase order [] [] . Supplier [rejected] .

Article 4Shipment4.1Shipment and Risk of Loss. Accepted orders will be shipped CIF [insert destination port]. Delivery of the Products on board the vessel shall constitute delivery to the Distributor and risk shall pass at that time.

< TIP >FOB , 4.1 .4.1 Shipment and Risk of Loss. Accepted orders will be shipped FOB [insert Korean port]. Delivery of the Products on board the vessel shall constitute delivery to the Distributor and risk shall pass at that time.

4.2Packing. Accepted orders shall be shipped with export packing adequate under normal transport conditions to prevent damage or deterioration.

4.3Title. To secure the payment of all amounts due hereunder and the observance and performance of all the terms, provisions, agreements and covenants of this Agreement, the Supplier shall retain title to each Product sold to the Distributor under the terms of this Agreement until the earlier of the dates on which the Distributor shall have (i) resold the Products to a customer or (ii) made payment in full to the Supplier of all amounts due hereunder. Such retention of title shall operate to the maximum extent permitted under the laws of the country in which the respective Product is physically located, and the Distributor shall comply with all formalities required to give effect thereto. < TIP > 4.1 Product delivery distributor , customer supplier supplier .

Article 5Price and Payment< TIP >5 . . invoice wire transfer , order invoice .

5.1Price. The prices to be paid for the Products shall be as outlined in Exhibit III hereto as that Exhibit may be amended by the Supplier from time to time at its sole discretion, calculated on a [FOB Korean port basis]/[CIF destination port basis], in accordance with the terms of Incoterms 2010.

< TIP > 5.1 . .5.1Price. The prices to be paid for the Products shall be as outlined in Exhibit III hereto as that Exhibit may be amended by the Supplier from time to time at its sole discretion, calculated on a [FOB Korean port basis]/[CIF destination port basis], in accordance with the terms of Incoterms 2010; provided that such there shall not be more than [one] price change per Product within any 1 year period.

5.2Price Change. The Supplier may, at any time during the term of this Agreement, change the prices by providing the Distributor with at least 30 days prior written notice. Increased prices shall not apply to purchase orders accepted prior to the effective date of the price increase.

5.3Resale Price. The Distributor shall resell the Products at such prices as the distributor, in its sole discretion, may determine; provided, however, that such prices shall be determined by the Distributor in a manner that maximizes its sales in the Territory (both in terms of quantity and price volume) and is consistent with positioning the Products and the Suppliers name as being of the highest quality, yet affordable to the general customers. The Distributor shall provide the Supplier with its initial list prices for the Products and shall keep the Supplier fully informed by providing the Supplier with any new list sales prices within 10 days of any change in such list price.

5.4Payment and Currency. Payment shall be made no later than [14] days after the Distributor is invoiced by the Supplier. Unless otherwise agreed between the parties, currency of payment shall be in [United Stated dollars].

< TIP > 5.4 . , . .5.4 All payments hereunder by the Distributor shall be made in United States Dollars within [14] days from the date on which the invoice is sent by means of Telegraphic Transfer to the bank account of the Supplier designated in the invoice; provided that the purchase price for the Products shall be paid as follows:

(a): [*]% of the purchase price shall be paid within [*] days after the date of this Agreement; and(b): [*]% of the purchase price shall be paid within [*] days after the date the Products is placed on board the vessel; and

(c): [*]% of the purchase price shall be paid within [*] days after the date the Products are delivered to the destination port.

, 5.4 . 5.4 All payment (including the Purchase Price) hereunder by the Distributor shall be made in United States Dollars. Within [*] days after the date hereof, the Distributor shall cause an irrevocable, at sight, letter of credit to be issued by a financial institution approved by the Supplier, in favor of the Supplier and upon the terms acceptable to the Supplier.

5.5No Deduction. All amounts due under this Agreement shall be paid in full without any deduction or withholding other than as required by law. Neither party shall not be entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.5.6Late Fees. If, for any reason, the Distributor does not pay any amounts due to the Supplier pursuant to this Agreement, the Distributor shall pay late charges on such past due amounts at a monthly rate of [1.5]% (or, if less, the maximum interest rate then allowed under applicable law).

Article 6Minimum Purchase exclusive distributorship .

The Distributor shall purchase the Products from the Supplier at least in the following amount:Contract YearQuantityAmount

1

2

3

< TIP > non-exclusive distributorship . .Article 6Purchase Target

The Distributor shall make its best efforts to purchase the Products from the Supplier the following amount for each contract year:

Contract Year

Quantity

Amount

1

2

3

Article 7Technical Assistance7.1Technical Assistance. The Supplier is obligated to supply the Distributor with technical assistance such as, information and illustrated material, and to send advertising material suitable for the promotion and advertising of the Products, as in the opinion of the Supplier may be necessary or useful to the Distributor.

7.2Training. The Supplier shall train a reasonable number of technical personnel of Distributor at the Distributors cost upon the terms and conditions agreed upon between the parties, if it becomes necessary due to the introduction of any new products, or generally, in order to achieve better installation and maintenance standards.

Article 8Spare Parts8.1Obligation to Maintain Spare Parts. The Distributor shall keep a sufficient level of spare parts in order to provide efficient after-sales service. The Supplier shall also advise the Distributor of the required spare parts. Any stock will be discussed and mutually agreed upon before orders are placed. The Distributor shall obtain spare parts only from the Supplier or other spare-parts supplier(s) approved by the Supplier.8.2Obligation to Supply Spare Parts. The Supplier shall supply to the Distributor spare parts for the Products as long as the Distributor continues to purchase the Products pursuant to the terms and conditions of this Agreement and, in the absence of breach by the Distributor of this Agreement, for [*] years after the last shipment of the Products to the Distributor.8.3Price of Spare Parts. The price for the spare parts shall be agreed on by both parties. [With the prior written consent of the Supplier, the Distributor may purchase standard spare parts from Suppliers Suppliers directly for [*] years after the last shipment of Products.]Article 9Inspection and Warranty< TIP > 9.1 . 9.1 warranty . warranty . warranty .

tc \l 0 "01Article 11. Warranty"9.1Warranty Terms. Subject to the limitations set forth below, the Supplier warrants that the Products will be free from defects in materials or workmanship and undertakes to repair or replace free of charge any defective parts for the period of [*] month after the shipment date thereof (the Warranty Period), including repaired or replaced parts, in the Products; provided, however, that the parties expressly acknowledge and agree that this warranty is limited to only such defects in the equipment which are (i) due solely to defective material and/or poor workmanship on the part of the supplier and, (ii) discovered within the Warranty Period and (iii) for which notice thereof is duly given to supplier as provided in Article 9.2 below.

9.2Notice of Defects. The Distributor shall notify the Supplier in writing, or by facsimile confirmed in writing, within [7] days after discovery of any defects for which a claim is made hereunder with sufficient description of the defects. The Distributors failure to give the Supplier such notice within [7] days after discovery of the defect shall constitute an absolute, irrevocable and unconditional waiver of any and all claims arising out of or in any way connected with such defect.

9.3Remedy of Defects. Upon receipt of notice of defects made pursuant to Article 9.2 hereof, if the Supplier determines that the defect is of the nature covered by the warranty hereunder, the Supplier shall promptly deliver the replacement part(s) free of charge CIF [insert destination port].9.4Disclaimer. THE DISTRIBUTOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE WARRANTY CONTAINED HEREIN SHALL NOT EXTEND TO MATERIAL WHICH AGES OR DETERIORATES DUE TO ORDINARY WEAR AND TEAR, OR TO DEFECTS OR CONDITIONS CAUSED, IN WHOLE OR IN PART, BY DEFICIENCIES IN SUPPLIES, SERVICE, OR FACILITIES FURNISHED BY THE DISTRIBUTOR. IN ADDITION, THIS WARRANTY DOES NOT EXTEND TO PRODUCT THAT HAS BEEN ALTERED OR REPAIRED BY PERSONNEL UNAUTHORIZED BY THE SUPPLIER, OR WHICH HAS BEEN SUBJECTED TO MISUSE, NEGLECT, IMPROPER MAINTENANCE, ACCIDENT, OR IMPROPER INSTALLATION OR STORAGE BY THE DISTRIBUTOR OR PERSONNEL ACTING AT ITS DIRECTION OR BEHALF. THE SUPPLIER MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL THE SUPPLIER BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSE-QUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN THE PRODUCT OR ITS DOCUMENTATION.Article 10Distributors Responsibility10.1Sales Promotion. The Distributor agrees and undertakes to diligently and conscientiously use all reasonable efforts to promote and expand the sale of the products in the Territory, including, but not limited to, regularly and at its own expense distributing promotional literature, conducting multi media advertising and carrying out market surveys.

10.2Stock Maintenance. The Distributor shall maintain adequate stocks of the Products throughout the Territory to meet its customers demand in time. The Distributor shall maintain adequate stocks of replacement parts, facilities and qualified mechanics throughout the Territory and shall provide reasonable after-sales service to its customers.

10.3Proper Handling. The Distributor shall take all reasonable steps to ensure that the Products are properly transported, handled and stored so as to prevent any damage thereto.

10.4Insurance. The Distributor shall maintain adequate products liability and other appropriate insurance acceptable to the Supplier, to protect itself and the Supplier from claims which may arise as a result of damage to the Products while in the possession or control of the Distributor, and the Distributor shall itself indemnify and save the Supplier harmless from any claims which may be initiated against the Supplier as a result of any such damage to the Products to the extent that such are not covered by the said insurance.

Article 11Request of InformationThe Distributor shall cooperate with the Suppliers request on the sales of the Products, and the Distributor shall send to the Supplier:

(i)a written quarterly report on its activities in the Territory, such reports to include sales by Product including both the value and units, sales by state, recommended retail price lists, advertising and promotion plans for the future and a commentary on the marketing, sales and distribution performance and plans, matters affecting pricing policies and achievements and proposals in respect of major customers and(ii)a written monthly report on the stocks of the Products and parts thereof held by the Distributor.

Article 12Trademarks12.1Grant of License. During the term of this Agreement, the Supplier hereby grants to the Distributor, a non-exclusive license, non-transferable, and royalty-free right and license to use the Trademarks for the purpose of sale or other distribution, promotion, advertising and maintenance of the Products within the Territory for so long as such Trademarks are used by the Distributor in accordance with the Suppliers standards and instructions, but in no event beyond the term of this Agreement.

12.2Prior Notice and Approval. When the Distributor intends to use the Trademarks under Article 12.1, prior to use, the Distributor shall, inform the Supplier 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 the Supplier. When the Distributor wishes to change the approved use of the Trademarks, prior to change the Distributor shall inform the Supplier of the desired change and submit a sample of the materials bearing the altered use of the Trademarks for prior inspection and approval by the Supplier. In any event, the manner of use of the Trademark or any change thereof shall be subject to the Suppliers prior approval and the Distributor shall not use the Trademark in any other manner than approved in advance by the Supplier.

12.3Proprietary Rights. The Distributor 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 the Supplier. The Distributor shall not have or acquire any right, title or interest in Proprietary Rights.12.4Prohibited Use. During the terms of this Agreement or even after termination, the Distributor shall not (i) use the Trademarks or similar trademark on any other products than the Suppliers 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.

12.5Notice Obligation. When the Distributor finds that a third party infringes or impairs the Trademarks or the Suppliers goodwill involved therein, or when a third party brings a claim, suit or action against the Supplier or the Distributor on the ground that the Distributors use of the Trademark may infringe on the third partys rights, the Distributor shall promptly inform the Supplier thereof and co-operate with the Supplier to settle or resolve the problem.

Article 13Status of Distributor13.1Independent Contractor. This Agreement does not in any way create the relationship of principal and agent between the Supplier and the Distributor; and under no circumstances shall the Distributor be considered to be the agent of the Supplier. The Distributor shall not act or attempt to act, or represent itself, directly or by implication, as an agent of the Supplier or in any manner assume or create, or attempt to assume or create any obligation, liability, representation, warranty or guarantee on behalf of, or in the name of the Supplier. The Distributor shall conduct its business in the purchase and resale of the Products as a principal for its own account and at its own expense and risk.

13.2Compliance with Law. The Distributor 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 the Distributors performance hereunder, including the obtaining of any required licenses, permits or approvals.

13.3Confidentiality. The Distributor shall not disclose to any third party, without the prior written consent of the Supplier, 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 the Supplier (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 the Supplier.

< TIP >13.3 3 .

Article 14Term and Termination14.1Term. 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 14.2.

< TIP > 14.1 . .14.1Term. 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 14.2. 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.

14.2 . .

14.2Termination. The Distributor or the Supplier 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 (with respect to payment, [14] days) of receiving written notice from the non-breaching party pointing out the breach or default in the performance and demanding cure thereof; and(iii) If a situation of Force Majeure continues for a period of three (3) months.

14.3Effect 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.

14.4Indemnification. 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 15Force Majeuretc \l 0 "01Article 19. Force Majeure"< TIP >15 . , 3 15.2 14.2(iii) .

15.1Force Majeure and Suspension of Obligation. If either party hereto is rendered unable in whole or in part, by Force Majeure, to perform or comply with any obligation of this Agreement, upon giving notice of full particulars of Force Majeure to the other party, such obligation shall be suspended during the continuance of the inability so caused and such party shall be relieved of liability for failure to perform the same during such period. As used herein, the term Force Majeure shall mean conditions beyond the reasonable control of the affected party or its sub-contractor, including but not limited to acts of God or governmental, civil or military authorities, continuing domestic or international conflicts such as wars or insurrections, strikes, labor disputes, sabotages, lockouts, explosions, fires, floods, earthquakes and embargoes.

15.2Termination Right. Both parties shall make all efforts to eliminate the situation of Force Majeure as soon as possible. If the situation of Force Majeure cannot be eliminated within a period of one (1) month, the parties shall discuss to find a suitable solution taking into account the interests of both parties, and if a situation of Force Majeure continues for a period of three (3) months either party may terminate this Agreement.

PRIVATE Article 16Noticetc \l 0 "01Article 20. Notice"< TIP >16 , . .

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 the Distributor:

Attention: [*]

Facsimile: [*]

Email: [*]

To the Supplier:

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 17Tax17 .

tc \l 0 "01Article 16. Tax"The Supplier and the Distributor 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. The Distributor shall pay all amounts due under this Agreement after deduction of any withholding tax required to be withheld and paid by the Distributor under the relevant tax laws and tax treaty, and shall provide the Supplier with copies of the receipts for such taxes withheld and paid.

Article 18Applicable Law

< TIP >18 . . , 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 19Dispute Resolution< TIP >19 . , .

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 20Miscellaneoustc \l 0 "01Article 21. Miscellaneous"< TIP >20 . .

20.1Entire 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.

20.2Severability. 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.

20.3Amendment. No provision of this Agreement may be amended, modified, waived or rescinded except by a written agreement executed by the parties hereto.

20.4Counterparts; 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.

20.5Assignment. Neither the Supplier nor the Distributor 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, the Distributor and the Supplier have caused this Agreement to be duly executed on the day and year first above written by their duly authorized representatives.

Supplier:

Distributor: [insert the name of Supplier]

[insert the name of Distributor]

_________________________

_______________________

NAME:

NAME:

TITLE:

TITLE:EXHIBIT I

PRODUCTS

EXHIBIT II

TRADEMARKS

EXHIBIT III

PRICES

Free On Board()

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

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