DISTRIBUTION AGREEMENT

This Distribution Agreement (the “Agreement”) is entered into this [ ] (the “Effective Date”),
between Nihon Yakken North America INC., a California corporation (“NYNA”), with offices located at
4136 DEL REY AVE. MARINA DEL REY, CA, 90292, USA, and [ ]
(“Distributor”) with offices located at[ ]
NYNA and Distributor are collectively referred to as the “Parties,” and each individually as a “Party.”
WHEREAS, NYNA is in the business of the planning and sale of the Golden Aojiru (the “Products”), and
desires to appoint Distributor as a distributor of the Products in the geographical area defined below.
WHEREAS, Distributor is qualified and experienced in distributing the Products in the geographical area
defined below. Distributor desires and is willing to sell the Products and represents it is capable of providing
the necessary facilities and personnel for the sale of the Products.
NOW, THEREFORE, in consideration of the above declarations and the mutual covenants and conditions
set forth herein, and other good and valuable consideration, the receipt of which is hereby acknowledged,
the Parties agree as follows:

Appointment; Distributor’s Obligations.

(a) Appointment. NYNA hereby appoints Distributor as an authorized distributor of the Products
within the United States of America (the “Territory”), which Territory may be revised from time
to time by NYNA with at least thirty (30) days prior notice to Distributor. This appointment is
non-exclusive and NYNA reserves the right to appoint other distributors and/or to sell the
Products itself in the Territory. Distributor agrees not to solicit directly or indirectly orders for the
Products from customers outside of the Territory without NYNA’s prior written consent.
Distributor represents and warrants that such appointment and the terms of this Agreement do not
violate any obligations or contracts of Distributor.
(b) During the term of this Agreement, Distributor shall, at its own expense: (i) use its best efforts to
promote and market the Products in the Territory; and (ii) maintain an adequate sales force trained
in the Products and other personnel as necessary to efficiently promote and sell the Products and
service customers in the Territory.

Purchase Orders; Pricing; Credit.

(a) Purchase Orders. Distributor shall order the Products in accordance with the terms and
conditions of this Agreement. Orders for the purchase of the Products (“Purchase Order(s)”)
must be submitted to NYNA by a representative of Distributor by electronic mail to the designated
representative of NYNA. Each Purchase Order shall specify (i) the quantity of the Products being
ordered, (ii) the prices of the Products, (iii) payment terms granted by NYNA, (iv) a requested
receipt date and (v) any other items NYNA wants included in Purchase Order. Requested receipt
dates must be during the term of the Agreement, except, in its sole discretion, NYNA may elect
to accept a Purchase Order with a requested receipt date after the expiration or termination of this
Agreement, in which case the terms and conditions of this Agreement shall apply to such
shipment, but under no circumstances should such shipment be deemed to be or construed as being
a renewal or extension of this Agreement. The Parties agree that the terms of this Agreement shall
prevail over any conflicting terms and conditions in any Purchase Order, or other instrument
submitted by Distributor. Any additional or different terms or conditions in any Purchase Order,
acknowledgement form, or other instrument or response from Distributor shall be deemed rejected
by NYNA without need of any further or additional notice of rejection, and such additional or
different term shall be of no effect or in any way binding upon NYNA. NYNA assumes and shall
have no liability for any delay in filling or shipping any Purchase Orders.
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(b) Acceptance of Purchase Order by NYNA. Purchase Orders are subject to written acceptance by
an authorized representative of NYNA. NYNA reserves the unconditional right to reject any
Purchase Order, in whole or in part, for any reason. Purchase Orders submitted by Distributor
shall not be binding on NYNA until the earlier of written acceptance by NYNA or shipment, and
acceptance by shipment shall only be binding as to the portion of the Purchase Order actually
shipped by NYNA. Any automatic or computer generated response to a Purchase Order by
NYNA’s internal electronic data exchange system or otherwise shall not be deemed acceptance
of a Purchase Order. Notwithstanding the foregoing, NYNA reserves the right to refuse, cancel or
delay any Purchase Order placed by Distributor and accepted by NYNA when Distributor is
delinquent in payments or when Distributor has failed to perform any of its obligations under this
Agreement.
(c) Invoices and Payment. NYNA shall send Distributor invoices via mail, email or facsimile for
each Purchase Orders. Terms of payment shall be agreed upon by Purchase Orders and invoice.
Payments due hereunder must be made, at NYNA’s sole discretion and option, by wire transfer.
NYNA reserves the right to change or modify payment terms upon thirty (30) days’ notice to
Distributor. Distributor shall have no right of offset or withholding under this Agreement. Any
amounts not paid by Distributor when due to NYNA shall be subject to interest charges, from
the date due until paid, at the rate of one and one half percent (1.5%) per month, or the highest
interest rate allowable by law (whichever is less), payable monthly. If any amounts due to
NYNA from Distributor, for any reason, become past due, NYNA may at its option and without
further notice withhold further shipment of the Products until all invoices have been paid in full.
(d) Prices. NYNA will establish prices for the Products and shall at all times have the right, which
may be exercised in its sole discretion, to increase or decrease the prices of the Products. Such
increases or decreases shall be deemed effective upon notice to Distributor which may be sent by
email and shall apply to all Purchase Orders submitted after such notice and those Purchase Orders
which have been already been submitted to but have not yet been accepted by NYNA. Prices do
not include, and NYNA shall not be responsible for, the cost of freight, insurance, or any required
federal, state or local sales or other taxes, duties, export or custom charges, VAT charges,
brokerage or other fees.
(e) Credit Terms. NYNA may, but shall not be obligated to, grant credit terms to Distributor. In the
event NYNA does grant Distributor credit terms, NYNA reserves the right, in its sole discretion
and without prior notice, to deny, change or limit the amount or duration of credit to be allowed
Distributor, either generally or with respect to a particular Purchase Order. Any withholding or
delay of shipment of the Products by NYNA resulting from such credit limitation will not be
construed as a cancellation or breach of this Agreement by NYNA.
Distributor agrees to provide NYNA with financial statements and other evidence of corporate
and financial standing as NYNA may reasonably request from time to time to evaluate
Distributor’s credit risk.
(f) Past Due Amounts. If any amount due NYNA by Distributor, for any reason, becomes past due,
NYNA may at its option and without further notice withhold further shipments or deliveries to
Distributor until all invoices are paid in full. If any indebtedness shall be more than ten (10) days
past due, in addition to those additional remedies set forth in this Agreement, NYNA may at its
election terminate this Agreement upon ten (10) days’ written notice to Distributor, and all sums
owed by Distributor shall become immediately due and payable regardless of the payment terms
set forth elsewhere in this Agreement.
(g) Taxes. Distributor shall be responsible for any national, state or local sales, use, value added or
other tax, tariff, duty or assessment levied or imposed by the United States or any foreign
governmental authority arising out of or related to any of the transactions contemplated by this

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 Agreement, other than taxes based upon NYNA’s income. Distributor must pay directly, or
reimburse NYNA for the amount of such sales, use, value added or other tax, tariff, duty or
assessment which NYNA is at any time obligated to pay or collect.
(h) Past Audit Claims. Distributor shall, at NYNA’s request, provide full and complete records
which fully support any discrepancies Distributor may claim exist between any amounts NYNA
claims are due for Distributor and the amounts Distributor claims are owed to or are due from
NYNA. Any claim of discrepancies raised by Distributor shall be waived by Distributor if such
claim is not made within six (6) months from the date of invoice on which such claim is based.
(i) Purchase Money Security Interest. In consideration for the credit terms being provided by
NYNA, Distributor hereby grants to NYNA a purchase money security interest in all the Products
sold to Distributor pursuant to this Agreement and the proceeds thereof until payment in full is
made for all goods and services provided in connection with the sale. Distributor acknowledges
and agrees that this provision creates a security agreement and hereby authorizes the NYNA to
file any financing statements and similar documents as may be required to perfect NYNA's
security interest in the Products and the proceeds thereof. Distributor further agrees to execute any
financing statement or similar document as may be requested by NYNA to perfect its security
interest in the Products.
(j) Product Discontinuance. NYNA will give Distributor at least three (3) months prior written
notice of intent to discontinue manufacture, sale, or support of any Product. All Purchase Orders
submitted during the notice period will be accepted and performed by NYNA in accordance to
Section 2(a).

Shipments.
(a) Shipment Terms; Title and Risk of Loss. All Products purchased by Distributor under this
Agreement will be suitably packaged for shipment in NYNA’s standard containers, marked for
shipment to Distributor at the address specified in the Purchase Order (the “Delivery Location”),
and delivered to Distributor within the Territory. NYNA will make a designation of forwarding
agents in accordance with its standard shipping practices. Title and risk of loss will pass at the
Delivery Location from NYNA to Distributor Point. Distributor will be responsible for and pay
all freight, shipment, and insurance charges associated with shipment of the Products, even if the
order is rejected upon delivery. NYNA shall use commercially reasonable efforts to ship Products
to Distributor on or before the requested receipt date designated in a Purchase Order. The Parties
agree, however, that shipment of any Products ordered from NYNA under this Agreement may
be delayed for a period of time sufficient to allow NYNA to manufacture and assemble or
otherwise acquire the Products for Distributor, and the Parties further agree that NYNA shall not
be held liable to Distributor or any other party for any delay in shipment of any Purchase Order.
Any expense for any special packaging or any special delivery requested by Distributor shall be
borne solely by Distributor.
(b) NYNA’s Right to Delay, Cancel or Allocate. Notwithstanding NYNA’s obligations in this
Agreement, NYNA reserves the right to refuse, cancel or delay any shipment to Distributor when
Distributor is delinquent in payments, when payment for a shipment has not been arranged to
NYNA’s reasonable satisfaction, or when Distributor has failed to perform any of its obligations
under this Agreement. Should any Purchase Order for the Products exceed NYNA’s available
inventory, NYNA shall in its sole discretion determine how to allocate its available inventory
without liability to Distributor on account of the method of allocation determined or its
implementation.

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(c) Rescheduling. If NYNA needs to change the delivery date, NYNA will notify the Distributor
prior to the delivery date. If the changed delivery date is not ready for acceptance by the
Distributor, the Parties will discuss the delivery date.
(d) Acceptance of Shipments. Distributor shall have ten (10) days from the date of arrival of the
shipment of the Products to the Delivery Location designated by Distributor to inspect the
Products and notify NYNA of any discrepancies with respect to shipments of Purchase Orders,
including, but not limited to any discrepancies in the quantity or quality of the Products, and notify
NYNA of any such discrepancies. Unless a notice of a discrepancy is reported to NYNA as
required herein, all shipments of the Products will be deemed accepted by Distributor.

Intellectual Property Rights.

(a) NYNA’s Intellectual Property. Subject to the terms and conditions of this Agreement, during
the term of this Agreement NYNA hereby grants to Distributor a revocable, non-transferable, non-
exclusive, limited license to use NYNA’s logos, trademarks, and trade names (collectively the
“NYNA Marks”), solely in connection with the marketing, advertisement and sale of the Products
in the Territory. Such license shall immediately terminate upon the expiration or termination of
this Agreement. Distributor shall strictly comply with all standards of use for the NYNA Marks
and must at all times display appropriate trademark and copyright notices as instructed by NYNA.
All media advertising, printed materials and electronic documents in which a NYNA Mark is used
must be submitted to NYNA for review in advance and must not be distributed or used in any
manner without the prior written approval of NYNA. Distributor acknowledges and agrees that
the NYNA Marks and other intellectual property provided to Distributor by NYNA, if any, are
the sole and exclusive property of NYNA. Distributor shall not acquire any right, title or interest
under this Agreement in any patent, copyright, NYNA Mark or other intellectual property right
of any kind of NYNA. No implied license, patent, copyright or other intellectual property right of
NYNA is granted under this Agreement or otherwise. During the term of this Agreement and
thereafter, Distributor shall not do anything that will in any manner infringe, impeach, dilute or
lessen the value of the NYNA Marks, patents, copyrights or other intellectual property of NYNA
or the goodwill associated therewith or that will tend to prejudice the reputation of the NYNA or
the sale of any NYNA products.
(b) Distributor Marks. Subject to the terms and conditions of this Agreement, during the term of
this Agreement Distributor hereby grants NYNA a non-exclusive, royalty-free license to use
Distributor’s logos, trademarks, and trade names (the “Distributor’s Marks”) on NYNA’s web
sites and marketing materials.

Confidential Information.
(a) Confidential Information. The Parties acknowledge and agree that during the term of this
Agreement, each may receive confidential information from the other party. “Confidential
Information” shall mean (i) information relating to a party’s and its affiliates products or business
including, but not limited to, the business plans, financial records, customers, suppliers, products,
product samples, strategies, inventions, procedures, sales aids or literature, technical advice or
knowledge, contractual agreements, pricing, price lists, product white paper, and know-how or
other intellectual property, that may be at any time furnished, communicated or delivered by either
party to the other party, whether in oral, tangible, electronic or other form and (ii) all other non-
public information provided by one party to the other including, but not limited, to financial,
technical and business information, and all non-promotional materials furnished by one party to
another.

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(b) Exceptions. The receiving party shall not have any obligations to preserve the confidential nature
of any Confidential Information that (i) receiving party can demonstrate by competent evidence
was rightfully in the receiving party’s possession before receipt from the disclosing party; (ii) is
or becomes a matter of public knowledge through no fault of the receiving party; (iii) is rightfully
received by receiving party from a third party without, to the best of receiving party’s knowledge,
a duty of confidentiality; (iv) is independently developed by receiving party without use of the
Confidential Information; or (v) is disclosed by receiving party with disclosing party’s prior
written approval.
(c) Use of Confidential Information; Standard of Care. The receiving party shall maintain the
Confidential Information in confidence and disclose the Confidential Information only to its
officers directors, employees and agents who have a need to know such Confidential Information
in order to fulfill the business affairs and transactions between the Parties contemplated by this
Agreement and who are under confidentiality obligations no less restrictive as this Agreement.
The receiving party shall remain responsible for breaches of this Agreement arising from the acts
of its officers directors, employees and agents. The receiving party shall protect Confidential
Information by using the same degree of care as receiving party uses to protect its own information
of a like nature, but no less than a reasonable degree of care, to prevent the unauthorized use,
disclosure, dissemination, or publication of the Confidential Information. The receiving party
agrees not to use the disclosing party’s Confidential Information for its own purpose or for the
benefit of any third party, without the prior written approval of the disclosing party. The receiving
party shall promptly return or certify destruction of all copies of Confidential Information upon
request by the disclosing party or upon the expiration or earlier termination of this Agreement.
(d) Equitable Relief. The receiving party hereby agrees and acknowledges that any breach or
threatened breach of this Agreement regarding the treatment of the Confidential Information may
result in irreparable harm to the disclosing party for which there may be no adequate remedy at
law. In addition to other remedies provided by law or at equity, in such event the disclosing party
shall be entitled to receive an injunction, without bond, preventing any further breach of this
Agreement by the receiving party.

Insurance. Distributor shall maintain during the term of this Agreement with insurance companies with
an AM rating of A- or better or reasonably acceptable to NYNA, Commercial General Liability
Insurance with minimum limits of not less than two million U.S. Dollars ($2,000,000) per occurrence.
Distributor shall provide NYNA with thirty (30) days prior written notice of any change or cancellation
in any applicable insurance policies. All insurance policies shall name NYNA as an additional insured
and shall contain an endorsement waiving subrogation rights against NYNA. Distributor shall provide
proof of such insurance within sixty (60) days of the Effective Date of this Agreement.

Warranty.
(a) NYNA Warranties. NYNA makes no warranties or representations to Distributor or any other
person with respect to the Products or any services provided to Distributor or any other person
except for its Standard Warranty set forth in Section 7(a) (the “Standard Warranty”). All sales
to Distributor will include and be subject to the Standard Warranty, warranty disclaimers and
limitations on liability in effect for the Products at the time of shipment of the Products to
Distributor, unless expressly agreed otherwise in a separate document referencing this Agreement
and signed by authorized representatives of the Parties. NYNA reserves the right to change any
of the terms of the Standard Warranty at any time, without notice and without liability to
Distributor or any other person. Distributor will not in any manner alter the Standard Warranty,
warranty disclaimers and limitation of liability without the prior written authorization of NYNA,

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 nor extend or make any additional warranty or representation regarding the Products unless
expressly authorized by NYNA.
(b) Standard Warranty. NYNA represents and warrants that (i) it has the right to sell the Products;
and (ii) to the extent reasonably known by NYNA that it will sell and deliver the Products
according to the description of such Products submitted by NYNA.
(c) Exclusion of Warranties. THE WARRANTIES SET FORTH IN THIS SECTION 7 ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND ANY
WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF
DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE, ALL OF WHICH ARE
HEREBY EXCLUDED AND DISCLAIMED. THE FOREGOING STATES THE SOLE AND
EXCLUSIVE REMEDIES FOR NYNA’S BREACH OF WARRANTY.

Indemnification. Distributor hereby agrees to defend, indemnify and hold harmless NYNA, its
affiliates and their respective officers directors, employees and agents from and against any and all
Claims (i) arising out of the acts or omissions of Distributor, its employees, agents or representatives
with respect to in the marketing, installation, use, sale or servicing of Products, the NYNA Marks or
with respect to Distributor’s acts or omissions relating to its performance of this Agreement, (ii) arising
out of the alteration or modification of the Products or NYNA Marks by Distributor or its employees,
agents or representatives or the use of the Products or NYNA Marks in combination with any other
products or marks, or (iii) alleging that the Distributor’s Marks infringe or otherwise violate the
intellectual property rights of a third party.

Limitation of Liability; Actions. UNDER NO CIRCUMSTANCES SHALL NYNA OR ITS

OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES
BE LIABLE TO THE DISTRIBUTOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, EXEMPLARY, OR SPECULATIVE DAMAGES, ARISING OUT OF THIS
AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS, LOSS
OF USE, LOS OF TIME, INCONVENIENCE, DAMAGE TO GOOD WILL OR REPUTATION,
LOSS OF DATA, OR OTHER CONSEQUENTIAL BUSINESS OPPORTUNITIES, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY SUCH CLAIMS BY ANY
THIRD PARTY, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN
REASONABLY FORESEEN.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF
THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF
ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.

Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect
for one (1) year (the “Initial Term”) unless terminated earlier as provided in this Agreement, and shall
automatically be extended for additional one (1) year periods unless either party provides written notice
to terminate at least sixty (60) days prior to the expiration of the Initial Term or any renewal term.

Termination.
(a) Termination for Breach. Either party may terminate this Agreement at any time in the event of
a breach by the other party that remains uncured after: (i) in the event of a monetary breach, ten
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 (10) days following written notice thereof; and (ii) in the event of a non-monetary breach, thirty
(30) days following written notice thereof. Such termination shall be effective immediately and
automatically upon the expiration of the applicable notice period, without further notice or action
by either party. Termination shall be in addition to any other remedies that may be available to
the non-breaching party.
(b) Termination by NYNA. NYNA shall have the right to terminate this Agreement immediately
upon written notice and cancel any pending Purchase Orders, upon the occurrence of any of the
following events: (i) Distributor violates Section 1 (Appointment) or damaged the reputation of
the Product (including violations of the manner in which the Product is marketed or advertised);
(ii) Distributor sells products manufactured by others under the NYNA’s brand or trademarks;
(iii) Distributor switches orders from the Products to that of a competitor; (iv) Distributor
becomes a seller of competing products against NYNA, or acquires an interest in a competitor,
where such interest adversely affects its ability to promote the sale of the Products; or (v) there
is a change in control of Distributor, including a transfer of ownership of more than fifty percent
(50%) of the voting shares, membership units, or other securities in Distributor.
(c) Termination for Financial Insecurity. Either party may terminate this Agreement and any
outstanding Purchase Orders (to the extent Products have not already been delivered to the carrier
for shipment) immediately at its option upon written notice if the other party: (i) becomes or is
declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other
proceeding related to its liquidation or solvency, which proceeding is not dismissed within [ninety
(90)] days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an
assignment for the benefit of creditors. This Agreement shall terminate immediately and
automatically upon any determination by a court of competent jurisdiction that either party is
excused or prohibited from performing in full all obligations hereunder, including, without
limitation, rejection of this Agreement pursuant to 11 U. S. C. §365.
(d) Termination for Convenience. NYNA may terminate this Agreement at any time with or without
cause by giving thirty (30) days prior written notice. Such termination shall not relieve Distributor
of its responsibility to receive and pay for Products under any accepted or filled Purchase Orders.
(e) Obligations upon Termination. Upon termination of this Agreement, Distributor shall cease to
be an authorized distributor of the Products and (i) all amounts of indebtedness owing by
Distributor to NYNA shall become immediately due and payable, notwithstanding prior terms of
sale, (ii) all unshipped orders may be cancelled by NYNA without liability of either party, and (ii)
Distributor shall resell and deliver to NYNA upon demand by NYNA, free and clear of all liens
and encumbrances , such Products as NYNA may elect to repurchase from Distributor (in the
original factory packaging). Within thirty (30) days of termination of this Agreement, Distributor
shall remove and not thereafter use any sign, display, or other advertising or marketing means
containing NYNA Marks. In addition, Distributor shall immediately destroy all advertising matter
and other printed materials in its possession or under its control containing the NYNA Marks,
except for those in-store materials directly necessary for the resale of the Products which may be
remaining in Distributor’s possession after termination, which materials Distributor may continue
to utilize until all remaining Products have been sold or ninety (90) days after termination,
whichever comes first, after which Distributor shall cease the use of any such NYNA Marks.

Compliance with Laws.

(a) Compliance with Laws; Notification. Distributor represent, warrants and covenants that it shall
comply with all applicable international, nation, state, regional and local laws and regulations,
including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the
Export Control Act, as may be amended from time to time, in performing its duties hereunder and

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 in any of its dealings with respect to the Products. Distributor shall promptly notify NYNA in the
event Distributor knows or has reason to believe that any act or refrainment from acting required
by or contemplated by this Agreement violates any applicable law, rule or regulation (whether
criminal or non-criminal) or if it becomes aware that any Products contain a defect which could
create a product hazard or risk of serious injury or death.
(b) Compliance with U. S. Export Laws. Distributor acknowledges and understands that the
Products may be subject to restrictions upon export from the United States and upon resale after
export. Distributor therefore represents and warrants that it shall comply fully with all relevant
regulations of the U. S. Department of Commerce, with the U. S. Export Administration Act, and
with any other import and/or export control laws or regulations of the United States or the
Territory. Distributor, upon the request of NYNA, shall execute and deliver to NYNA a letter of
written assurance concerning technical data and U. S. Export Administration Regulations.

General Terms.
(a) Independent Contractors. Nothing in this Agreement, and no course of dealing between the
Parties, shall be construed to create or imply an employment or agency relationship or a
partnership or joint venture relationship between the Parties or between one party and the other
party’s employees or agents. Neither NYNA nor Distributor has the authority to bind the other, to
incur any liability or otherwise act on behalf of the other. Each party shall be solely responsible
for payment of its employees’ salaries (including withholding of income taxes and social security),
workers compensation, and all other employment benefits.
(b) Assignment. Distributor may not assign or transfer this Agreement, nor any right or interest
herein, in whole or in part, without the express written consent of the NYNA, which consent shall
be at NYNA’s sole discretion. Any assignment without such consent shall be null and void. This
Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors
and legal representatives. There are no third party beneficiaries to this Agreement.
(c) Notices. Unless otherwise agreed to by the Parties, all notices shall be deemed effective when
received and made in writing by either (i) registered mail, (ii) certified mail, return receipt
requested, (iii) overnight mail, or (iv) fax with confirmation, addressed to the party to be notified
at the following address or to such other address as such party shall specify by like notice
hereunder:
NYNA:
NIHON YAKKEN NORTH AMERICA INC.
4136 DEL REY AVE. #621
MARINA DEL REY, CA, 90292USA
Email: info@nihon-yakken.us
Distributor:
[ ]
[ ]
Attention: [ ]
Email: [ ]
Either party, by written notice to the other pursuant to this section, may change its address or
designees for receiving such notices.

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(d) Force Majeure. Neither party shall liable hereunder for any failure or delay in the performance
of its obligations under this Agreement, except for the payment of money, if such failure or delay
is on account of causes beyond its control, including labor disputes, civil commotion, war, fires,
floods, inclement weather, governmental regulations or controls, casualty, government authority,
strikes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable
diseases, quarantines, or acts of God, in which event the non-performing party shall be excused
from its obligations for the period of the delay and for a reasonable time thereafter. Each party
shall use reasonable efforts to notify the other party of the occurrence of such an event within
three (3) business days of its occurrence.
(e) Governing Law. This Agreement shall be governed by the laws of the State of California, without
giving effect to the principles of conflicts of law of such state, and shall be binding upon the
parties hereto in the United States and worldwide. The UN Convention on Contracts for the
International Sale of Goods shall not apply to this Agreement.
(f) Alternative Dispute Resolution. Any controversy, claim, or dispute between NYNA and
Distributor arising out of or relating to this Agreement, and its interpretation, applicability,
enforceability, or formation therein, (the “Dispute”) shall be settled solely and exclusively
through binding arbitration administered by and through the American Arbitration Association
(the “AAA”) also known as the International Centre for Dispute Resolution (the “ICDR”).
Arbitration shall take place at the AAA’s offices, and conducted in accordance with the AAA
Commercial Arbitration Rules and Mediation Procedures (the “Rules”). The arbitration shall be
held before one (1) arbitrator to be mutually selected by the Parties to the Dispute from a panel of
arbitrators proposed by the AAA. If the Parties are unable to make such a selection, the AAA shall
be empowered to make the selection based on the Parties’ requirements. Each Party shall be
responsible for the payment of one-half of the expenses and fees of the administration of
arbitration and of the selected arbitrator. Arbitration may proceed in the absence of any Party if
written notice, pursuant to the Rules, of the proceedings has been given to such Party. The Parties
agree to abide by all decisions and awards rendered by the arbitrator, and such award shall be final
and conclusive. Nothing in this arbitration agreement shall be construed as precluding either Party
from bringing an action for injunctive or equitable relief in furtherance of enforcing this
Agreement and this arbitration agreement. Both Parties agree to keep all Disputes and any related
disclosed facts confidential, and neither each Party nor the arbitrator shall disclose the existence,
contents, or results of arbitration, except where necessary or compelled in a court to enforce this
arbitration provision or an award from such arbitration or otherwise in a legal proceeding. Any
documents required to be submitted, served, exchanged, or delivered pursuant to the Rules may
be done so electronically by electronic mail as indicated in the Notice provision under Section 13
(c). Judgment upon the award may be entered in any court of competent jurisdiction. Arbitration
shall take place at the AAA’s offices in Los Angeles, California.
(g) Attorney’s Fees. If either party incurs any legal fees associated with the enforcement of this
Agreement or any rights under this Agreement, the prevailing party shall be entitled to recover its
reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from
the other party.
(h) Collection Expense. If NYNA incurs any costs, expenses, or fees, including attorney’s fees and
professional collection services fees, in connection with the collection or payment of any amounts
due from the Distributor under this Agreement, Distributor agrees to reimburse NYNA for all
such costs, expenses and fees.
(i) Survival. The provisions of this Agreement which by their sense and context should survive any
termination of expiration of this Agreement, including without limitation sections 5
(confidentiality), 7 (warranty), 8 (indemnification), 9 (limitation of liability), 12 (compliance with
laws) and 13 (general terms) shall so survive.
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(j) Authorized Signatories. It is agreed and warranted by the Parties that the individuals singing this
Agreement on behalf of the respective Parties are authorized to execute such an agreement. No
further proof of authorization shall be required.
(k) Severability. If any provision or portion of this Agreement shall be held by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall
remain in full force and effect.
(l) Headings; Construction. The headings and captions appearing in this Agreement have been
inserted for the purposes of convenience and ready reference, and do not purport to and shall not
be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.
This Agreement is the result of negotiations between the Parties and their counsel. Accordingly,
this Agreement shall not be construed more strongly against either Party regardless of which Party
is more responsible for its preparation, and any ambiguity that might exist herein shall not be
construed against the drafting Party.
(m) Counterparts. This Agreement may be executed by facsimile and in one or more counterparts,
each of which will be deemed to be an original, but all of which together will constitute one and
the same instrument, without necessity of production of the others.
(n) Entire Agreement; Modification; Waiver. This Agreement is the entire agreement between the
Parties with respect to the subject matter and supersedes any prior agreement or communications
between the Parties hereto, whether written or oral. This Agreement may be modified only by a
written amendment signed by authorized representatives of both Parties. No waiver of any term
or right in this Agreement shall be effective unless in writing, signed by an authorized
representative of the waiving party. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or modification of such provision, or impairment of
its right to enforce such provision thereafter.

[Signatures on Following Page]

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In witness whereof, the Parties hereto have executed this Distributor Agreement on the date set forth
below.

NYNA – Nihon Yakken North America, INC.

By:
Name: [Signer's Name]
Title: [Signer's Title]
Date: [date]

DISTRIBUTOR – [ ]

By:

Name: [ ]
Title: [ ]
Date: [ ]

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