Exclusive Distributorship Agreement

This Agreement made and entered into this 1st day of December of 1998 by and between ABC CO., LTD., a corporation duly organized and existing under the laws of Japan and having its principal place of business at 2-4-39 Omotecho, Okayama City 700-0822, Japan(hereinafter called Seller) and EFG INC., a corporation duly organized and existing under the laws of the State of Washington and having its principal place of business at 5059 S.W. Admiral Way, Seattle, WA 98116, USA(hereinafter called Distributor)

WITNESSETH:

WHEREAS, Seller is desirous of exporting the products hereinafter specified to the territory hereinafter specified, and

WHEREAS, Distributor is desirous of purchasing and importing from Seller and selling the said products in the said territory.

NOW, THEREFORE, it is mutually agreed as follows:

Article 1 Appointment
During the life of this Agreement, Seller hereby appoints Distributor its exclusive distributor and Distributor accepts and assumes such appointment.

Article 2 Privity
The relationship hereby established between Seller and Distributor during the life of this Agreement shall be solely that of seller and buyer, and Distributor shall be in no way the representative or agent of Seller for any purpose whatsoever and shall have no right or authority to create or assume any obligation or responsibility of any kind, express or implied, in the name of or on behalf of Seller or to bind Seller in any manner or thing whatsoever.

Article 3 Territory
The territory covered under this Agreement shall be confined to
契約する地域を記入 (hereinafter called Territory).

Article 4 Products
The products covered under this Agreement shall be confined to 契約する製品を記入 (hereinafter called Products).

Article 5 Prohibition of Competitive Transaction
In consideration of the exclusive right herein granted, Distributor shall not in Territory, directly or indirectly, purchase, import, sell, distribute or otherwise deal in any product which is of same kind as, similar to or competes with Products, and Seller shall not, directly or indirectly, offer, sell or export Products to Territory through other channel than Distributor.

Article 6 Prohibition of Sale outside Territory
Distributor shall sell Products only in Territory and shall not, directly or indirectly, resell or re-export Products to any place or country outside Territory, nor shall resell Products to any person, firm or corporation in Territory who Distributor knows or has reason to believe intends to resell or re-export Products outside Territory.

Article 7 Minimum Purchase
Distributor guarantees to purchase Products in a total amount not less than 数量を記入 for any one (1) year(12 months) during the life of this Agreement and its extension thereof, if any.

Article 8 Individual Contract
Each individual contract under this Agreement shall be subject to this Agreement, but such contract shall be concluded and carried out by Seller's Sales Note or Contract Form which shall set forth the terms, conditions, rights and obligations of the parties hereto arising from or relating to or in connection with such contract except those stipulated in this Agreement.

Article 9 Payment
(1) Unless otherwise agreed, Distributor shall cause a confirmed and irrevocable Letter of Credit, without recourse, available against Seller's Draft at sight, to be established through a prime bank satisfactory to Seller within 日数を文字で記入 (数字で記入) days after conclusion of each individual contract under this Agreement.
(2) If Distributor should fail to provide such Letter of Credit in accordance with this Agreement and/or each individual contract, Seller has the option of cancelling this Agreement and/or each individual contract, reselling the contracted Products at Distributor's account and/or holding such Products for Distributor's account and risk.

Article 10 Information and Report
Both Seller and Distributor shall periodically and/or on the request of either party furnish each other information and market reports necessary to promote the sale of Products. Distributor shall give Seller such report as market conditions, inventory, and other activities of Distributor.

Article 11 Sales Promotion
Distributor shall diligently and adequately advertise and promote the sale of Products throughout Territory. Seller shall provide, without or with charge, Distributor with reasonable quantity of advertising literatures, catalogues, leaflets, folders etc.

Article 12 Industrial Property Right
Distributor shall not use, directly or indirectly, in part or in whole, Seller's trademark, monogram, name or any other mark that is now or may hereafter be owned by Seller as part of Seller's name, except in the manner and to the extent that Seller may specially and expressly consent in writing. Even if such trademark or name is used by Distributor with the approval in writing of Seller, Distributor shall, upon termination of this Agreement, not continue to use it except on Products held in Distributor's stock at such termination.
Further nothing herein contained shall be construed as transferring any patent, utility model, trademark, design or copyright in Products; all such rights are to be expressly reserved by true and lawful owners thereof. In case any dispute and/or claim arises in connection with the above right or rights, Seller shall reserve every and all rights to terminate, make null and void this Agreement at his discretion and hold himself free from any liability arising therefrom.

Article 13 Duration
This Agreement shall be valid and in force for a period of 年数を英文字で記入（数字で記入） year(s) commencing from the date appearing at the first above written upon the signing of both Seller and Distributor and shall be automatically renewed thereafter on a year to year basis, unless either party hereto gives the other party a written notice not to renew this Agreement at least ninety (90) days before expiration of the original term or any extension of this Agreement.

Article 14 Termination
(1) In case there is a default by either party of any provision of this Agreement during the life of this Agreement, the parties hereto shall first of all try to settle any matter arising from such default as soon and amicably as possible to mutual satisfaction. Unless settlement should be reached within thirty (30) days after notification in writing of the other party, such other party has the right to terminate this Agreement and the loss and damages sustained thereby shall be indemnified by the party responsible for such default.
(2) Either party hereto has the right to terminate this Agreement without any notice to the other party in the event of such other party's bankruptcy, insolvency, dissolution, modification, consolidation, receivership proceedings affecting the operation of business or discontinuation of business for any reason and/or reorganization by the third party.

Article 15 Force Majeure
Neither party shall be liable for failure to perform whole or part of this Agreement and/or each individual contract when such failure is due to fire, flood, strikes, labor troubles or other industrial disturbances, inevitable accidents, war(declared or undeclared), embargoes, blockades, legal restrictions, riots, insurrections or any other causes beyond the control of the parties hereto.

Article 16 Arbitration
All disputes, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this Agreement shall be finally settled by arbitration in Osaka, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award rendered by the arbitrator(s) shall be final and binding upon both parties.

Article 17 Trade Terms & Governing Law
The trade terms under this Agreement shall be governed and interpreted under and by the provisions of the latest International Commercial Terms(Incoterms).
This Agreement shall be governed by and under the laws of Japan as to all matters including validity, construction and performance.

Article 18 Entire Agreement
This Agreement constitutes the entire and only agreement between the parties hereto relating to distributorship of Products and no modification, change and amendment of this Agreement shall be binding upon both Seller and Distributor except by mutual express consent in writing of subsequent date signed by a duly authorized officer or representative of each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement in English and duplicate to be signed and sealed by their duly authorized officers or representatives on the date first above written.

Seller：
ABC CO., LTD.
署名及び肩書

Distributor：
EFG INC.
署名及び肩書

※本契約書のひな型は、ジェトロ静岡貿易情報センターの１９８４年２月２３日配布資料の「国際取引における英文契約書」より抜粋し、多少改良を加えたものです。

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