Distributor Agreement

CONFIDENTIAL RESTRICTED

DISTRIBUTOR AGREEMENT

BETWEEN

iOmniscient Pty Limited

DISTRIBUTOR_AGREEMENT [[DA20110407 – EXTERNAL] (V.1) 1/14 CONFIDENTIAL RESTRICTED

Table of Contents

DISTRIBUTOR AGREEMENT ………………………………………………………………………………………..3

APPOINTMENT …………………………………………………………………………………………………………4

TERM OF AGREEMENT……………………………………………………………………………………………….4

RESPONSIBILITIES…………………………………………………………………………………………………….4 3.1 iOmniscient agrees to: …………………………………………………………………………….….……….5 3.2 DISTRIBUTOR agrees to: ……………….……………………………………………….…………………..5 3.3 Both parties agree to:……………………………………………………………………….…………………6 PRICE AND PRICE PROTECTION……………………………………………………………….……...... 6

SOFTWARE LICENSING AND WARRANTIES………………………………………………………...……………6

BRANDING…………………………………………………………………………………….……………...…………7

PLATFORM………………………………………………………..………………………………………….....………7

LIMITATION OF LIABILITY………………………………………………………………………………...…..………7

TERMINATION……………………………………………………………………………………………….……....…7

ARBITRATION………..…………………………………………………………………………………….……………8

MISCELLANEOUS………………………………………………………………………………………….…...……...9

SIGNATURES………………………………………………………………………………………………………….10

SCHEDULE A: SYSTEMS AND PRODUCTS…………………………………………………….…………….…11

SCHEDULE B: TERRITORY…………………………………………………………………………………....……11

SCHEDULE C: PRICES, COMMISSION TREATMENT AND TERMS…………………………………....……11

SCHEDULE D: PAYMENT TERMS ………………………………………...………………………………....……12

SCHEDULE E: SOFTWARE MAINTENANCE AND SUPPORT SERVICES………………………...…..……..12

SCHEDULE F: END USER LICENSE AGREEMENT………………………………...... ……………….………...13

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 2/14 CONFIDENTIAL RESTRICTED

DISTRIBUTOR AGREEMENT

This Agreement made and entered into by and between: iOmniscient Pty Limited A.B.N. 66 098 723 758 (“iOmniscient”) with a place of business at 9/ 815 Pacific Highway, Chatswood, NSW 2072, Australia

(the Distributor)

RECITALS

A. iOmniscient is the creator, developer and owner of Intelligent Surveillance Software B. iOmniscient is keen to develop sales of its technology in certain countries. C. The Distributor is experienced and knowledgeable in the sale, promotion and service of such systems to its customers. D. iOmniscient and Distributor now wish to establish the terms and conditions of their relationship to collaborate in the sale of such systems to end user customers in certain countries.

Definitions

Unless otherwise expressly stated in this Agreement, the following terms shall have the following meaning:

"iOmniscient" means iOmniscient Pty. Limited ______is a company that wishes to be a Distributor for iOmniscient’s software and systems. "System(s)" means relevant components, subcomponents or sub-assemblies, computers, peripheral equipment and computer programs constituting the System. The Distributor acknowledges that the functions and/or specifications of the System may be changed or modified by iOmniscient at any time.

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 3/14 CONFIDENTIAL RESTRICTED "Software" means related computer programs developed by iOmniscient or licensed to iOmniscient from third party as furnished to the Distributor under this Agreement whether or not bundled into a total System. "Documentation" means related written materials compiled, edited and published by iOmniscient and provided to the Distributor including System(s) specifications, flow charts, diagrams, user's guides, technical manuals and other written data pertinent to the System. "Territory" means the country(s) or geographical area(s) where Distributor intends to sell, market and service the System to its customers. "iOmniscient's Identifying Mark(s)" means the trademarks, service marks, logos, tradename and/or type numbers or model numbers designed, used or adopted by iOmniscient whether or not applied for registration or registered within the Territory.

1. APPOINTMENT

1.1.iOmniscient hereby appoints Distributor as non-exclusive Distributor in the Territory and Distributor hereby accepts such appointment to offer for sale, promote, market and service the System described in Schedule A in the Territory Described in Schedule B under the terms and conditions of this Agreement; 1.2.iOmniscient grants to Distributor and any Distributor-related entity created within the Territory the right to perform obligations under this Agreement; The appointment does not include any authority for Distributor to contract with any entity on behalf of iOmniscient. A Distributor-related entity is defined as one in which the Distributor has more than 50% direct ownership. 1.3.Distributor and iOmniscient are not related as employer/employee or as partners. Distributor will not hold itself out as being so;

1.4.The Distributor will advise iOmniscient of its primary prospects and iOmniscient agrees to make reasonable attempts to prevent sales channel conflict within the Territory. 1.5.Distributor shall have the right to translate into local language iOmniscient marketing and other material including the Graphic User Interface (GUI), computer screen presentations and standard reports of the System but shall be required to obtain the approval of iOmniscient prior to releasing the same. Such approval will not be unreasonably withheld. The copyright on all material related to the product will continue to reside with iOmniscient.

2. TERM OF AGREEMENT

2.1.This Agreement shall continue in effect for a period of one (1) year from the date of its execution and will be subject to annual review thereafter from year to year unless either Party shall give the other ninety (90) days written notice to terminate, or unless terminated pursuant to Clause 9 hereunder.

3. RESPONSIBILITIES

3.1.iOmniscient agrees to: a. Provide Distributor with training in the form of a training video and documentation and sales assistance in the form of recommended retail pricing, updates on the competition and information on fu- ture product directions;

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 4/14 CONFIDENTIAL RESTRICTED b. Make available upon signing this Agreement any presentation or sales and marketing support material that are available to properly sell the System and provide copies of any certificates, approvals, standards compliance and performance ratings obtained from relevant testing and/or licensing authorities as applicable; c. Properly package and deliver the Systems FOB in Sydney, Australia to the Distributor (if the Dis- tributor is purchasing entire systems) upon receipt of payment from Distributor. Delivery can be provided at other locations for an appropriate fee. d. Provide the Distributor with a Master Disk of the Software and instructions for its installation if the Distributor has agreed to do its own manufacturing and systems integration; e. Provide reasonable presales consultation at no charge (other than directly incurred expenses); f. Provide 2nd Level System Maintenance Support Services as described in Schedule E. g. Provide the Distributor with periodic updates on the product and its directions.

3.2.Distributor agrees to: a. Represent iOmniscient in the Territory compliant with local laws and consistent with iOmniscient’s style and image; b. Appoint resellers as appropriate for the sale of the Systems and manage and/or actively market and promote the System in the Territory. Distributor agrees to notify iOmniscient of all existing resellers at the start of the agreement and within 30 days of any new reseller being appointed. c. Bear the cost and responsibility for obtaining any necessary approvals and certifications for the System that may be required within the Territory beyond those that are already provided by iOmni- scient. d. Actively market the system. Distributor will develop and agree with iOmniscient on a Marketing Pro- gram on a six monthly basis. Distributor commits to implement the agreed program. e. Ensure installation and support personnel are suitably skilled and trained to install and support the Systems and provide resellers and customers with adequate training and instruction on the proper use of the System; f. Provide 1st level support, respond to customer inquiries and issues and provide assistance and information on the System as required; g. Directly contract with the supplier of the hardware and computer systems for hardware maintenance. h. Purchase and maintain at least one system for demonstration for each location where the product will be sold. i. Commit to train the entire sales force (including all new sales personnel who are engaged during the term of the agreement) and provide update training to them on a six (6) monthly basis on the sale and use of the product. Alternatively commit to dedicate at least one sales person to the sale of iOmniscient’s systems per location where the product is to be sold. A committed sales person may sell other products as long his goaling requires that at least 40% of his sales will come from iOmniscient’s systems. j. Ensure resellers and their customers clearly understand the limitations of the technology and its appropriate usage; k. Pay for all systems, software and services that are purchased as per the agreed payment terms; l. Submit regular progress and sales forecast reports as appropriate/agreed but at least on a quarterly basis; m. Provide regular updates on customers and sales made and provide reasonable access to all information related to the above upon request;

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 5/14 CONFIDENTIAL RESTRICTED n. Comply with reasonable directions of iOmniscient from time to time relating to the sale of the Sys- tem.

3.3.Both parties agree to:

a. Hold in confidence during the Term of this Agreement, and at all times thereafter, any and all information of a Confidential nature regarding the business or affairs of the other Party; b. Act in a professional manner and co-operate with each other in the spirit of mutual trust; c. Nominate a point of contact for the administration of this Agreement and a point of contact for the purposes of sales, marketing and technical support of the System; d. Establish a joint process for ensuring the proper licensing of the software; 3.4 If Distributor requests iOmniscient to accept an order directly from a customer or to participate in a tender as a direct bidder and iOmniscient agrees to this request, iOmniscient agrees to compensate Distributor as per terms that are mutually agreed to at the time of the request.

4. PRICE AND PRICE PROTECTION

4.1 iOmniscient agrees to provide Distributor with a discounted price for its Systems. Distributor will derive margins by applying an uplift to the discounted buy prices; 4.2 Distributor agrees to pay iOmniscient in accordance with price list supplied by iOmniscient from time to time for the system as well as for maintenance and other services; 4.3 iOmniscient reserves the right to modify its price list. If the new prices are higher than the old ones, iOmniscient will accept orders based on the old price list for a period of thirty (30) days after pub- lication of the new price list; 4.4 If Distributor agrees to a minimum annual commitment for sales then iOmniscient will provide a special price to the Distributor. Terms for such a commitment if applicable will be detailed in the Addendum. 4.5 Other systems, products and services that are not currently listed in Schedule A may be sold by the Distributor on a project basis and the price and commission treatment will be agreed by the two parties in advance on a case-by-case basis.

5. SOFTWARE LICENSING AND WARRANTIES

5.1.iOmniscient represents that it has the full rights and/or authority to distribute, license and/or sublicense the Software. iOmniscient grants Distributor and its resellers the right to sublicense the Soft- ware to end-users subject to the terms and conditions of this Agreement. Distributor agrees to cause its customers to sign an end user license agreement agreement with terms and conditions substantially similar to the terms and conditions as listed in Schedule F. 5.2.All Software shall be in object code form only. Distributor shall not reverse compile, reverse engineer or use any other electronic methods to access or identify the source code of the Software. Distribut- or further warrants not to reproduce, modify, enhance, adapt, update and/or upgrade the Software in any way whatsoever except as expressly agreed to by iOmnscient; 5.3.Distributor agrees that any and all adaptations, modifications, updates, upgrades and enhancements made, if any, shall be deemed as "Work Under Contract" and all ownership and rights pertaining to such changes shall exclusively vest with iOmniscient;

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 6/14 CONFIDENTIAL RESTRICTED 5.4.Distributor shall use and/or distribute the Software strictly under iOmniscient's identifying marks, Software version number and/or any relevant literature in the manner as originally affixed or attached. Distributor shall clearly display and indicate, in all copies of Software and pertinent Docu- mentation, the copyright notice, ownership and/or any relevant literature in the manner as originally published; If the Distributor wishes to brand the product in its own name the section on Branding (6.0) shall override this clause. 5.5.iOmniscient warrants its Software against defects defined as the software not meeting the specifications provided. iOmniscient will use its best efforts to correct any such defects. Notwithstanding its best efforts iOmniscient does not represent or warrant that all defects will be corrected until the next release of the software; 5.6.Distributor shall not make any special warranties or representations to its customers, with respect to the Systems, or make any warranties or representations which extend beyond those made by iOm- niscient;

6. BRANDING

6.1If the Distributor wishes to Brand the product under his own brand he may do so on paying the premi- um provided for in the price list. 6.2 In using his own Branding the Distributor must add “powered by iOmniscient” into all logos and documentation. 6.3 In documentation, where copyright and patent notices are provided for Distributor must acknowledge iOmniscient’s patents and copyright.

7. PLATFORM

7.1 The software requires a very specific hardware platform for operation. If Distributor decides to use a platform other than the one specified it must first have the platform tested by iOmniscient to ensure compatibility. 7.2 iOmniscient cannot guarantee that subsequent versions or updates of the product will operate on a platform other than the one specified and Distributor must have each version tested by iOmniscient to ensure compatibility. 7.3 IOmniscient agrees to provide the testing service required in 7.1 and 7.2 above for a fee to be agreed at the time.

8. LIMITATION OF LIABILITY

8.1 In no event shall either Party be liable to each other for any lost profits or consequential damages, including direct, indirect, incidental, special, or consequential or any other types of damages arising out of the sale of iOmniscient’s Systems except if the system is not sold correctly.

8.2 Distributor will ensure that the system is always sold as an aid to the security officer and not as a replacement of him

9. TERMINATION

9.1.The Agreement hereby created may be terminated:

a. by an agreement in writing duly signed by the Parties hereto; or, b. by either Party at will, with or without cause, upon not less than ninety (90) days notice in writing after the initial period of twelve (12) months.

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 7/14 CONFIDENTIAL RESTRICTED 9.2.All rights and obligations by Distributor shall cease on termination of this Agreement.

9.3.Any provision herein to the contrary notwithstanding, this Agreement may be terminated at any time in the event of any breach by Distributor of any of the terms, conditions or obligations of this Agree- ment or in the event of other acts of Distributor that will seriously or adversely affect the overall sales of iOmniscient's Systems. In this situation iOmniscient must give Distributor written notice of the issue and Distributor must rectify the breach within fourteen (14) days to avoid termination of the agreement.

9.4.Sales After Termination The acceptance of any order from or the sale of any Systems after the termination or expiration of this Agreement shall not be construed as a renewal or extension thereof nor as a waiver of Termination.

9.5.No Liability for Termination Neither iOmniscient nor Distributor shall, by reason of Termination or non-renewal of this Agreement be liable to the other for compensation, reimbursement or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, or commitments in connection with the business or goodwill of iOmniscient or Distributor, or otherwise.

9.6.Trade Marks a. Distributor hereby acknowledges the validity of iOmniscient's trade marks and also acknowledges that the same are the property of iOmniscient. Distributor shall not in any way do any- thing to infringe upon, harm, or contest the rights of iOmniscient in the trade marks or in any other mark or name. Distributor shall not place any name or mark, other than the names and marks originally appearing thereon without the prior written approval of iOmniscient, on any Systems or packages or other materials which Distributor obtains from iOmniscient; b. Distributor intends to use any of iOmniscient's trade marks, or any other mark or name for the benefit of iOmniscient and agrees that any goodwill arising from such use by Distributor shall revert to iOmniscient in the event that this Agreement is terminated for any reason, or expires; and, c. Distributor shall promptly discontinue all use of iOmniscient's trade marks upon termination of this Agreement.

9.7.Retention of Property All samples, iOmniscient owned demonstration equipment, all demonstration software, sales instructions, undistributed price lists, data sheets, blueprints, advertising matter and any other data pertaining to iOmniscient or its customers, that may be furnished by iOmniscient to Distributor shall remain the property of iOmniscient and must be returned when requested, or upon termination or expiration of this Agreement.

10. ARBITRATION

Any dispute or difference whatsoever arising in conjunction with this Agreement which cannot be satisfactorily resolved by the Parties themselves shall be finally settled by arbitration in Australia in accordance with and subject to the UNCITRAL Arbitration Rules. The applicable law shall be the NUIDROIT Rules of International Contracts. There shall be one independent arbitrator who shall be appointed by the Parties pursuant to the Rules by which decision each Party hereto agrees to be bound.

11. MISCELLANEOUS

11.1. Assignment This Agreement is not assignable or transferable by Distributor in whole or in part, except with the written consent of iOmniscient. However Distributor may appoint resellers or sub-agents for the sale of iOmniscient Systems or software.

11.2. Notices Any notice given or required as contained in this Agreement shall be in writing to the then current address of iOmniscient or Distributor, or to such other address as either party may have last designated in writing. Notices by email are acceptable as long as a read receipt has been attached.

11.3. Relationship of Parties The parties hereto agree that Distributor shall operate as a business representative but not as an employee of iOmniscient. Distributor has no express or implied authorization to incur any obligation or in any manner otherwise make any commitments on behalf of iOmniscient.

11.4. Applicable Law This Agreement shall be governed by the laws of the State of New South Wales, Australia, as applied to the formation, construction and interpretation of contracts.

11.5. Entire Agreement This Agreement contains the entire agreement among the Parties hereto and shall supersede and cancel all previous contracts, arrangements, or understandings that may have existed or may exist among the Parties, but does not affect any rights that may have accrued or may accrue to either Party. This Agreement may be amended only by a written amendment signed by iOmniscient and by Distributor.

11.6. FORCE MAJEURE The Parties shall not be liable for failure or delay in performance under this Agreement due to causes beyond their reasonable control including, without limitation, strikes, lock-outs, fires, typhoon, floods, water damage, riots, governmental acts or orders, wars, interruptions of transportation or utility services, inability to obtain materials on reasonable prices or terms, epidemics, quarantine and acts of God. If there is any such delay, the requested performance of obligation shall be postponed by the same period lost by reason of the event(s) prescribed above. However, if such delay shall last more than ninety (90) days, then the non-affected Party will be entitled to terminate this Agreement, with written notice to the affected Party.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement,

For and on behalf of iOmniscient Pty., Limited:

SIGNED BY: ______

PRINTED NAME: ______

DATED: ______

For and on behalf of Distributor:

SIGNED BY: ______

PRINTED NAME: ______

DATED: ______

SCHEDULE A: SYSTEMS AND PRODUCTS

Systems description iOmniscient has specified certain products as being Distributor Ready. These are:

Starter Pack 1 Starter Pack 2 IQ 80 IQ 85 IQ 20 Healthcheck IQ VMS

The above may be sold by the Distributor. Other products may be sold on a project basis with iOmniscient’s specific permission.

The first year of the annually renewable software maintenance contract must be sold along with the system

SCHEDULE B: TERRITORY

The Territory of this Agreement shall be:

Distributor may promote the System outside of the Territory in accordance with this Agreement, but only with the written consent of iOmniscient being first obtained.

SCHEDULE C: PRICES, COMMISSION TREATMENT AND TERMS

1. iOmniscient agrees to provide Distributor with discounted prices for the Systems as per the price list. Distributor will derive margins by applying an uplift to the discounted buy prices in the Current price lists.

2. Distributor will place orders on iOmniscient on official Purchase Orders

3. Payment will be made in Australian Dollars or in a currency that has been previously agreed in writing by iOmniscient.

4. If Distributor agrees to a minimum annual sales volume commitment, iOmniscient will provide it with a special price list. As part of the commitment the Distributor agrees to purchase and pay for at least one fourth of the minimum annual commitment on a quarterly basis when invoiced by iOmniscient. If actual sales for preceding quarters exceed the cumulative quarterly minimum commitment then the minimum sales commitment will be deemed to have been met. If actual sales for

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 11/14 CONFIDENTIAL RESTRICTED the preceding quarters are less than the cumulative quarterly minimum commitment then iOmniscient will invoice the Distributor and Distributor will pay the difference between the actual sales and the minimum quarterly commitment. Distributor will make such payments within fourteen (14) days of the Invoice date.

SCHEDULE D: PAYMENT TERMS

Distributor agrees to pay for all products and services as per the following terms:

For Software: 50% on placement of the order 50% before activation of permanent license keys.

For Hardware: 100% on placement of order

For Services: 100% on placement of order with any adjustments made at the end of the service delivery.

SCHEDULE E: SOFTWARE MAINTENANCE AND SUPPORT SERVICES

The Distributor agrees to make his customer aware of iOmniscient’s licensing and maintenance terms.

During the warranty period and when the customer is covered by a maintenance contract, iOmniscient shall provide the following software maintenance support services:

1. 2nd Level Technical Support

iOmniscient shall provide an email based support service to enable distributors to obtain access to iOmniscient’s technical experts for the rectification of faults and errors which cannot be readily solved by the distributor. iOmniscient shall log each fault and undertakes to use its best endeavours to respond to the fault within 16 business hours by undertaking Error Correction, Temporary Fix or Update

a. Error Correction iOmniscient shall use its best endeavours to fix documented errors or provide a software patch or a by-pass around such an error in any of the licensed software reported by the licensee provided the software is used in accordance with the specifications.

b. Temporary Fix; bypass iOmniscient shall use its best endeavours to supply a temporary fix or make an emergency bypass to any problem that impairs the licensee’s equipment

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 12/14 CONFIDENTIAL RESTRICTED operation as a result of a failure of any of the licensed software to conform to the iOmniscient specifications in effect at the time of shipment, provided however that iOmniscient determines the problem to be a defect in an unaltered release within one revision of the then current release of the licensed software.

c. Updates iOmniscient shall provide any error corrections, error modifications, enhancements and refinements collectively called updates for any item of the licensed software under maintenance.

Updates will include enhanced functionality. However they will not include product involving totally different capabilities which may be released separately.

The Distributor is responsible for providing a help desk and 1 st Level support to resellers and customers.

The Distributor is responsible for handling all calls associated with the incorrect use of the product resulting from lack of adequate training or otherwise. Support from iOmniscient for calls that should be handled by the Distributor will be charged back to the Distributor at the then current Professional Services rates.

SCHEDULE F: END USER LICENSE AGREEMENT

You should carefully read the following terms and conditions before installing the software. Installing and registering the software indicates your acceptance of these terms and conditions. You assume responsibility for the selection of the program to achieve your intended results, and for the installation, use and results obtained from the program.

LICENSE You may use the software on a single machine for the number of cameras specified at time of registration;

You may not copy, modify, or transfer the program or make any copy, modification or merge any portion in whole or in part, except as expressly provided for in this license. If you transfer possession of any copy, modification or merged portion of the program to another party, your license is automatically terminated.

TERM The license is effective until terminated. You may terminate it at any other time by destroying the program together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in the Agreement or if you fail to comply with any term or condition of this agreement. You agree upon such termination to destroy the program together with all copies and modifications in any form.

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 13/14 CONFIDENTIAL RESTRICTED LIMITED WARRANTY The System is designed to support, assist and improve the effectiveness of the surveillance operators and not intended to replace or make redundant human surveillance operators or officers. iOmniscient does not warrant that the functions contained in the program will meet your requirements or that the operation of the program will be uninterrupted or error free.

As part of the purchase you have committed to purchase an annually renewable software maintenance contract for the first year. As part of this maintenance you can advise the Distributor from whom you have purchased this software of any errors or defects that you may encounter and the Distributor warrants that he will rectify the errors where possible and seek assistance from iOmniscient where he is unable to rectify the errors himself. If your software is not covered by a software maintenance contract you will be charged for any assistance provided.

The entire risk as to the quality and performance of the program is with you and the system must be used in strict accordance with the Specifications and Operator instructions. Should the program prove defective when not used in strict accordance with the Specifications and Operator instructions, you assume the entire cost of all necessary servicing, repair or correction.

LIMITATIONS OF REMEDIES Entire liability and your exclusive remedy shall be:

1. The replacement of any CD which cannot be installed effectively due to an error in or damage to the CD and which is returned to the Distributor from whom you purchased the software with a copy of your receipt. 2. If iOmniscient’s authorised distributor is unable to deliver a replacement CD which can be installed effectively, you may terminate this Agreement by returning the program and your money will be refunded.

In no event will iOmniscient be liable to you for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising out of the use or inability to use such program even if iOmniscient or any authorized Distributor has been advised of the possibility of such damages.

GENERAL You may not sublicense, assign or transfer the license or the program except as expressly provided in this Agreement. Any attempt otherwise to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void.

Should you have any questions concerning this Agreement, you may contact your Distributor.

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 14/14 CONFIDENTIAL RESTRICTED You acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between us which supersedes any proposal or prior agreement, oral or written and any other communications between us relating to the subject matter of this agreement.

DISTRIBUTOR_AGREEMENT [DA20110407 – EXTERNAL] (V 1) 15/14