DISTRIBUTOR AGREEMENT

This Agreement entered into on this day of 2nd September 2020 between ………………………
having its registered …………………………. (Hereinafter Called `COMPANY') and
……………………………………………………………….., – ………………………………………………………...
(Hereinafter Called “DISTRIBUTOR”)

WITNESETH
ARTICLE 1 - Appointment

COMPANY hereby appoint ………………………………………………… ……………………………………..), as a

Distributor for our products set forth in Exhibit A, attached hereto and made a part hereof
(hereinafter called "PRODUCT') in the areas described above (hereinafter called the
"TERRITORY”). Distributor hereby accepts said appointment with the specific
understanding that Distributor is limited to performing services in accordance with the terms
and conditions of this Agreement. Distributor will indemnify the company and hold the
Company harmless in the event and to the extent the Distributor exceeds such understanding.

ARTICLE 2 - Duties of Distributor

Distributor will promote the sale and solicit orders for Products in the Territory. Distributor
shall use its efforts to develop markets and actively promote the sale and use of products in the
Territory. Each month Distributor shall furnish to the Company a market situation and
sales report. Distributor shall have full authority and discretion to arrange its activities and
time in the manner it considers best appropriate to perform its obligations hereinafter
provided that Distributor shall negotiate for orders to be transmitted to the Company, at
prices and in accordance with the terms, conditions, policies and instructions specified by the
company. The company shall have no liability for failure or refusal to accept any orders
submitted.

ARTICLE 3 - Compensation

All expenses incurred by Distributor in its performance hereunder or otherwise are for
Distributor's account. As full compensation for the services which Distributor shall
perform hereunder, the Company will pay to a commission on the orders for products
solicited and submitted by Distributors and accepted by Distributor as aforesaid. The
commission hereunder shall be at the rate set, attached hereto and made a part hereof. Such
rate shall be applied to the "net sales" generated by the aforesaid orders. The Company at
its sole discretion may change the commission percentage as per market conditions by the
Management.

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ARTICLE 4 - Product Warranties

No guarantee, warranty or representation, written or oral, concerning the Products, its/their

application, or the results to be obtained with use of products, shall be made by Distributor
except as specified & authorized by the Company in writing.

ARTICLE 5 - Selling Prices

The Distributor at all times will sell the Products at the price established by the Company.
Under no circumstance shall the Distributor sell the Product over and above the established
selling price.

ARTICLE 6 - Sales/Service Organization

Distributor represents that it has established a sales organization competent to aid and assist
customers in the use and application of Product and develop clientele, for the benefit of the
company. The company may in its sole discretion, to the extent it has facilities and personnel
available, provide marketing and technical support to Distributor to aid in the
development of an effective sales organization.

ARTICLE 7 - Sales Target

The Company may from time to time, establish targets for Distributor's Territory. Distributor's
performance for the meeting that target will be one of the primary considerations in
determining the willingness of the Company to renew this Agreement. Failure to meet the
target for more than three months period shall justify termination of this Agreement.

ARTICLE 8 - Trademarks and Trade Names

Except as authorized by the Company in writing, Distributor shall not at any time during or
after the term of this Agreement, use of claim any right, title or interest in or to the name, or in
the use of the name of the Company, or any substantially similar name, or any other trademark
or trade name owned or applied for by the Company or its subsidiaries and affiliates,
including without limitation, these trademarks and trade names set forth on the literature,
advertising, packaging or product of the Company, its Agents, Principles, subsidiaries and
affiliates.

"Trademarks” and “Trade Names” as used in this paragraph includes any translation thereof.
Upon termination of this Agreement, Distributor shall discontinue all reference to the
Company and all use of color schemes, trademarks, trade names, slogans, and Distributor
shall return promptly to the Company and all advertising and promotional material,
technical manuals, signs and other material or property of the Company that may have
been furnished to Distributor, together with all copies or reproductions thereof.

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ARTICLE 9 - Confidential Information

All information provided by Company related to financial plans, product development,

market plans, cost, pricing strategy and/or any material marked "Confidential" shall be
treated as confidential material and will not be divulged by Distributor to any other third
party other than Distributor's personnel. Distributor shall take all reasonable precautions to
ensure that Distributor's employees treat such material in a confidential manner. All such
material provided to the Agent remains the property of the company and shall be returned to
the company upon demand and shall not in any manner be reproduced for use or distribution
after such return.

ARTICLE 10 - Independent Contractor

Distributor shall be in the relationship of an independent contractor with the company and
nothing here in s hall be construed as creating at any time, the relationship of employer and
employee between the parties hereto. Accordingly, neither Distributor nor its employees,
officers, agent or servants shall be entitled, as a result of this Agreement, presently in effect
or put into effect in the future, nor shall Distributor, its employees officers, agents or
servants be considered employees of the company or its affiliates for purposes of any tax
or other contribution assessed or levied by any government.
Distributor shall be exclusively responsible for filing any and all returns or reports, and
for withholding and/or paying, applicable tax or together assessments based upon wages
or employment, including, but not limited to, income taxes grow receipts taxes measured by
gross income, social security taxes, and unemployment insurance premium for such persons.
Neither the company nor its affiliates will withhold any payroll or other taxes or
assessments from the fees provided hereunder, Distributor at Distributor's sole expense,
shall contest any wages employed or together or assessment imposed of sought to be
imposed upon the company or its affiliates by any a by authority as a result of or in
connection with this Agreement. Distributor shall defend, protect indemnify save and hold
harmless the company and its affiliates from any against the imposition of any wage,
employment-related or other tax assessment, penalties, interest, fines (both civil and
criminal), reasonable attorney's fees and/or any other costs or expenses incurred or
imposed upon the company or its affiliates as a result of a breach of Distributor's
representations in this Article 10.

ARTICLE 11 – Liability – stocks & Delivery sales and shortage

Distributor is responsible to recover all credit sales, and shall be responsible for the stock and
shortage. Staff assign to the distributor shall assist the distributer in sales and marketing of the
products and will not be responsible for the credit sales recovery of debts, shortages,
mismanagement.

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ARTICLE 12- Compliance with Law

Distributor will comply with all applicable governmental laws, rules, regulations and orders
concerning the activities contemplated by this Agreement.

ARTICLE 13 - Terms and Termination

The terms of this Agreement shall be effective for a period of one (1) year from the date first
above written, unless termination sooner as provided below. This agreement shall be
terminated by either party at any time by giving to the other party thirty (30) days written
notice of termination, provided however the Company may, by giving written notice to
Distributor, terminate this Agreement, immediately upon the occurrence of any of the
following:

a. Distributor’s failure to correct a breach of any of the terms and condition of this agreement
within ten (10) days after receipt of a notice from company specifying such breach.

b. Distributor becoming insolvent or committing any act of bankruptcy or upon Any

proceeding being commenced by or against Distributor under any law Having to do with the
relief of Distributor as a debtor, or

c. Substantial change in the operation, ownership, or control of Distributor’s Business,

whether voluntary, by operation of law, or otherwise

d. Assignment of this Agreement by Distributor without the prior written Consent of

Distributor.

e. Any breach of trust, confidence or fiduciary duty on the part of Agent.

f. As otherwise provided for by this Agreement

To the maximum extent allowed by law, neither party shall be liable to the other by reason
of the termination of this agreement for compensation, reimbursement, nor damages for
the loss of prospective sales, or on account of expenditures, investments, loss of
commitments in connection with the business, or good will of either party, or otherwise, nor
shall the company be liable or obliged to Distributor in any way for subsequent business
conducted by the Company with a party introduced to the company by or through
Distributor.
Termination of this Agreement will be without prejudice to commissions on orders
received and accepted hereunder prior or the termination date, but no commissions shall be
due on order received and accepted subsequent to such termination date.
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If either party has business transactions with the other after termination of this
Agreement, such transactions shall not be construed as a renewal of this Agreement.
Distributor's obligations under Article 8 hereof will survive termination of this Agreement for a
period of five (5) years.

ARTICLE 14 - Force Majeure

No failure by either of the parties in the performance of any obligation imposed by this
Agreement shall be deemed a breach of the Agreement or create any liability for
damages, if the same results from any cause beyond the control of such party, including, but
not limited to, acts of God, Governmental laws, rules, regulations orders, requests or other
action, fire, storm, flood, explosion, accident, strike or other labour troubles, shortage of or
inability to obtain raw materials, fuel power, or transportation or any other cause beyond the
reasonable control of the affected party.

ARTICLE 15
All notices to be given in respect of this Agreement shall be sufficiently given by sending the
same by Post under registered cover to the respective addresses herein before given.

IN WITNESS WHEREOF, each of the parties here to has executed this Agreement as of the date
first above written.

COMPANY:

……………………………

DISTRIBUTOR:

…………………………………

Witness 1. ……………………………………..

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 2. ….…………………………………..

Territory
 Kahathuduwa
 Kottawa
 Pannipitiya
 Maharagama
 Nugegoda
 Nawala
 Kotte
 Pita Kotte
 Batharamulla
 Thaluwathugoda
 Athurugiriya
 Malabe
 Kaduwela
 Kesbewa
 Piliyandala
 Boralesgamuwa

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