Exclusive Distribute Agreement

　　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:___________
　　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 favourable prices to Party B. The most favourable 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 promoting the sale of products constantly.
　　Article 8, Responsbility of distributor
　　1. Maintain a organizations 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. During 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, rebellion, 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 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 conflict 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.
　　This agreement will come into force in appointed time after both parties sign.
　　Place of Sign.
　　Party A________ Party B_________