DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into on this
[25 JANUARY 2021] (the “Effective Date”)

By and between

xxx a public company, duly existing and established under the Laws of of xxx, having its
registered office at xxx, hereby duly represented by authorized directors, xxxk and xxx
Attn: xxx
Email: xxx

(hereinafter referred to as the “Product Manufacturer”), of the one part, and

xxx duly existing and established under the Laws oxxxhaving its registered office xxx hereby
duly represented by [authorized director (s)/ director (s)/ positionxxx
Attnxxx
Email: xxx

(hereinafter referred to as the “Distributor”), of the other part

NOW THEREFORE, in consideration of the mutual covenants and agreements herein

contained, and intending to be legally bound hereby, the parties mutually agree to enter into this
Agreement under the following terms and conditions:

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Article 1 Subject of the Agreement
The Product Manufacturer hereby, on a non-exclusive basis, authorizes the Distributor, and the
Distributor agrees to import, sell, market and xxx(the “Products”) under brand xxx (“Brands”)
and to perform any other ancillary and appropriate acts necessarily and directly required to
complete the aforementioned activities including applying for importation licenses, product
registrations, and product certifications with the relevant authorities of the territory of xxx (the
“Territory”) during the validity of this Agreement.
The Distributor understands that the Product Manufacturer produces the Products to Distributor
that comply with the standard in the Territory and prohibited to re-export, transfer, the Products
at any time outside the Territory and specific market that the Product Manufacturer provides
such Products to the Distributor.
The Product Manufacturer will be released from any liability and will not be responsible for any
liability that might be arisen if the Distributor breach this clause.

Article 2 Terms of the Agreement

This Agreement shall be valid from the Effective Date and shall continue in full force and
effect for an initial term of xxxyears of the Effective date (hereinafter referred to as the “Initial
Term”), unless earlier terminated as provided herein. The Initial Term of this Agreement shall
thereafter be renewed automatically for another xxx years (hereinafter referred to as the
“Renewal Term”), unless either of the Parties inform the other party in writing of its decision not
to renew this Agreement at least three (3) months prior to the expiry of the Initial Term.

Article 3 Purchase Orders

The Distributor shall order the Products from the Product Manufacturer by submitting a
written purchase order (the “PO”), identifying the type and quantity of Products ordered and
requested delivery date. The Product Manufacturer shall confirm acceptance the PO by
issuance a Pro forma Invoice (the “PI”). All purchase order are subject to acceptance by
discretion of the Product Manufacturer.

Article 4 Payment and Delivery

1. The Purchase Price shall be paid as follows:
[Advance 50% upon the purchase order confirmation, and balance 50% within fifteen
(15) days following Bill of Lading (B/L) date.] The original documents will be released upon the
Product Manufacturer receipt of full payment.
2. The Distributor shall responsible for, and shall bear and pay all taxes, duties, charges,
fees, including but not limited to, income taxes, duties, rates, fees and charges assesse,
imposed or levied in respect of the Products in the Territory.

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3. The Distributor agree that the Product Manufacturer shall deliver the Products on a FOB
as defined in Incoterm 2020 from port of xxx basis, unless otherwise agreed in PI.
4. The currency of all transactions under this Agreement for sales, quotations, purchase
orders of the Products, including, but not limited to, payments, reimbursements, discounts,
commissions and compensation shall be conducted in United States Dollars (USD).
5. The Product Manufacturer reserves the right to modify or update the price of Products at
any time provided that given written notice to the Distributor prior to the effective of such
modification.

Article 5 Relationships of the Parties

The Distributor shall be considered at all times to be an independent contractor. Nothing
contained herein shall be deemed to create the relationship of employer and employee,
partnership, joint venture or principal and agent between the Product Manufacturer and
Distributor. Therefore, the Distributor shall not be entitled to any commission.

Article 6 Intellectual property and Confidential Information

1. The Distributor grants the Product Manufacturer the right, royalty-free license to use the
Distributor’s trademark as set forth below, including brand name, trade name and service mark,
name of the Distributor’s company, know-how, logos, labelling, design in connection with the
production of the Products (the “Trademarks”) on a non-exclusive basis in the Territory only for
the duration of this Agreement, in association with manufacturing, packaging, distribution and
shipping the Products supplied to or ordered by the Distributor.
2. Each party warrants and represents for their own part of the performance that all
Products and the Trademarks delivered are free from any third party patent or any other
industrial or intellectual property right (“Third Party IP”); this means that the Distributor shall
typically bear the responsibility for all issues related to its intellectual property on their
packaging, such as brand names or designs or similar and the Product Manufacturer shall
typically bear the responsibility regarding the gloves contained in the packaging and their
production. Each party shall hold the other party harmless in case of any infringement of Third
Party IP.
3. The terms and existence of this Agreement are confidential, along with the Confidential
Information exchanged or disclosed by the parties to one another, and shall not be disclosed to
any third parties without the written consent of the party whose information is to be disclosed.
Nothing contained herein shall prohibit a party from disclosing Confidential Information in
accordance with a lawful order of a court or other competent authority. The parties may disclose
the terms of this Agreement as may be required to enforce this Agreement.
4. “Confidential Information” means all data and information of any type or form (whether
visual, written, oral, electronic, photographic or otherwise) of a proprietary or confidential nature
and not generally known to the public that is disclosed (either intentionally or unintentionally) by
a Party hereto or one of its affiliates or representatives to the other Party hereto or one of its
affiliates or representatives, regardless of whether such information is marked or indicated as
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being confidential. Confidential Information includes, but is not limited to, all information of a
financial, business, marketing, organizational, legal or technological nature, including patents,
copyrights, proprietary software, computer algorithms, trade secrets, inventions and other
intellectual property, financial statements and other financial data, customer and supplier lists,
marketing plans, sales projections and forecasts, cost information, product designs, engineering
and technical data, models, prototypes and other information relating to business practices,
current and future acquisitions, research and development, manufacturing, production,
operations and the like.
5. All Confidential Information provided hereunder will be and remain the property of the
disclosing Party and will be promptly returned to the disclosing Party or destroyed upon the
disclosing Party’s written request.
6. Product Manufacturer’s patents, trade secrets, knowhow and other such intellectual
property, existing or developed during the course of this Agreement shall remain that of Product
Manufacturer and Distributor shall have no right title or interest therein. Each Party shall retain
ownership of their own Trademarks, subject to such licensing arrangements as they may agree.

Article 7 Limitation on Liability

1. The Product Manufacturer’s liability arising out of the manufacture, sale or supplying of
the Products or its use or disposition, whether based upon warranty, agreement, tort or
otherwise, shall not exceed the actual purchase price paid by the Distributor for the Products.
2. In no event shall the Product Manufacturer be liable to the Distributor or any other
person or entity for special, incidental or consequential damages including, but not limited to,
loss of profits, loss of data or loss of use damages) arising out of the manufacture, sale or
supplying of the Products.

Article 8 Termination
1. The Agreement may be terminated by either party each month with 3 (three) months
written notice. Termination shall not affect the rights or obligations of either party construed as
of the effective date of such termination or that may arise subsequently with respects to
transactions initiated or completed prior to the effective date of such termination.
2. Termination of this Agreement shall not affect the obligation of the Distributor to pay the
Product Manufacturer all amounts owing or to become owing as a result of the Products
tendered or delivered to the Distributor on or before the date of such termination, as well as
interest thereon to the extent any such amounts are paid after the date they became or will
become due pursuant to this Agreement.

Article 9 Force Majeure

A party shall not be in breach of the Agreement, nor liable for any failure or delay in
performance of any obligations under this Agreement arising from or attributable to acts, events,
omissions or accidents beyond its reasonable control including but not limited to any of the
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following: Acts of God, act of war, armed conflict, imposition of sanctions, embargo, breaking off
of diplomatic relations or similar actions; terrorist attack, civil war, civil commotion or riots;
nuclear, chemical or biological contamination or sonic boom; explosion or accidental damage;
loss at sea; extreme adverse weather conditions; collapse of building structures, failure of plant
machinery, machinery, computers or vehicles; and interruption or failure of utility service,
including but not limited to electric power, gas or water, pandemic, state of emergency and acts
of government. If any force majeure event prevails for more than six (6) months, any party may
terminate the Agreement by giving fourteen (14) days written notice to the other party.

Article 10 Waiver
The Product Manufacturer’s failure to take action against the Distributor for non-performance of
any terms of this Agreement shall not be construed as a general waiver or relinquishment of any
such rights, terms or conditions. Notwithstanding the Product Manufacturer’s consent to the
Distributor’s performance or omission of any acts contrary to those mentioned herein, it shall be
deemed consent granted for the particular case and not for all or any others incurred thereafter.

Article 11 Disputes and Arbitration

The parties shall attempt to amicably resolve all disputes under this Agreement for a period of
not less than sixty (60) days from notice thereof. Disputes not resolved under amicably shall be
referred to and finally resolved by arbitration administered by the Thailand Arbitration Centre
(“THAC”) in accordance with the Arbitration Rules of the Thailand Arbitration Centre ("THAC
Rules"). The seat of the arbitration shall be Thailand, the Tribunal shall consist of 3 arbitrators
and the language of the arbitration shall be English language. Faulty product which is shown to
be caused during the manufacturing process will be changed with new ones.

Article 12 Choice of Law; Language

This Agreement shall be governed under the xx, without reference to their conflicts of laws
provisions. This Agreement is written in English, in case this Agreement is translated into any
language other than English, the English language text shall prevail.

Article 13 Miscellaneous
1. This Agreement constitutes the sole and entire agreement between the parties regarding
its subject matter and replaces and supersedes any respective previous agreement.
2. The Agreement or change or modification of this Agreement may be executed in any
number of counterparts by the exchange of faxed executed copied, certified electronic
signatures or copies delivered by electronic mail in Adobe Portable Document Format or similar
format, and any signature transmitted by such means for the purpose of executing this
Agreement is deemed an original signature.

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3. Other terms and conditions are mentioned in the Pro forma Invoice and any exhibits or
schedules incorporated as part of the Pro forma Invoice, and the General Sales Conditions are
available online axxx, shall be valid and deemed integral part of this Agreement.
4. In the event of any conflict or ambiguity between (1) the Distribution Agreement, (2) the
Pro forma Invoice, including these the General Sales Conditions, and (3) and any exhibits or
schedules incorporated as part of the Pro forma Invoice, the following order of precedence shall
be applied to resolve such conflict or ambiguity:
a) The Distribution Agreement;
b) The Pro forma Invoice;
c) The General Sales Conditions; and
d) Any Exhibits or Schedules incorporated as part of the Pro forma Invoice.

THIS AGREEMENT is made in duplicate, a copy of which is to be retained by the Product

Manufacturer and the Distributor respectively. Both parties declared that they have thoroughly
read, understood and approved the contents herein contained.

xxx

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