SALES AGENCY AGREEMENT Nr. WAD 18….

Agreement made the .. th of …… 2018, by and between

1. “Westaqua-Distribution OÜ”, organized and existing in accordance with

the laws of Estonia, registered at L.Tolstoi 2A, EE-40231 Sillamäe, Estonia,
Reg.no. 12023472, VAT EE101611712, represented by Anu Hännikäinen,
acting by power of attorney, referred to herein as Principal.

and

2. xx, an agent organized and existing under the laws of …. with VAT/ID
number ..., registered at ………...represented by ……..(birthdate xx.xx.xxxx),
referred to herein as Agent.
In this agreement (hereinafter referred to as the “Agreement”) the Principal
and the AGENT shall be collectively referred to as the “Parties”.

APPOINTMENT

With certain limitations stated herein, The Principal hereby authorizes the Agent the
right sale, market, promotes the Products, and to solicit purchase orders and sales
for the Products through different sales channels (retail chains, online stores
(excluding international trading floors such as Amazon, AliExpress)) and other sales
points according to the terms and limitations stated in this Agency Agreement.

The Principal shall have the right to appoint other Agents in the Territory for the sale
of the Products during the Term and the Principal shall also have the right to seek or
solicit sales for the Products in the Territory during the Term.

The Agent shall only market and offer for sale the products within the Territory, as
defined in this Agreement on Annex 1.

Now, therefore, for and in consideration of the matters described above and of the
mutual benefits and obligations set forth in this Agreement, the parties agree as
follows:

1. DEFINITIONS AND INTERPRETATION

In this Agreement, unless expressly otherwise stated or evident in the context, the
following terms have the following meanings, the singular shall include the plural
and vice versa and references to the Schedules and Clauses mean schedules and
clauses of this Agreement:

“Agreement” means this Sales Agency Agreement;

“Commencement Date” means …...;

“Intellectual Property means any patent, any names, business names,

trading names, registered and unregistered
trademarks, domain names, service marks,
Rights“ patents, patents applications, inventions and
discoveries that may be patentable, copyrights in both
published works and unpublished works, know-how,
trade secrets, customer lists, software, technical

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 information, data, process technology, plans, drawings
and blue prints ("Intellectual Property Rights") shall
remain vested in the Party generating the same, and
the other Party agrees not to make any use of such
intellectual property rights unless in accordance with
this Agreement and with the prior written consent of
the generating Party.

“Products” means, subject as provided in Clause 4, the products

listed in Annex 2 and such other products as may from
time to time be agreed in writing by the parties;

“Net Product Sales” means payments actually received by the Principal on

purchase orders for Products procured by the Agent
from customers in the Territory during the Term and
subsequently accepted by the Principal, after
deduction, where applicable, for: (i) discounts,
including cash discounts or other rebates, (ii) freight,
postage, transportation, insurance and duties on
shipment of Products, (iii) special packing charges,
and (iv) any tax, government charge or duty (including
any tax such as value added or similar tax) levied on
the sale, transportation or delivery of Products;

“Territory” means the …...;

“Term” means the term of this Agreement.

2. AGENT RESPONSABILITIES

2.1 The Agent may negotiate sales transactions on behalf of the Principal, without
being entitled to sign agreements on the Principal´s behalf or impose any sort of
legal or other obligation upon the Principal;

2.2 The Agent may not engage sub-agents without the prior written consent of the
Principal;

2.3 In marketing and offering the Products for sale in the Territory, Agent shall:

2.3.1 At with diligence, devoting reasonable time and effort to fulfill the duties
described herein;

2.3.2 Maintain reasonable technical and practical knowledge with regards to

the Products;

2.3.3 Bring to the notice of the customers the prevailing terms and conditions
of sale, as prescribed by the Principal. The Principal shall be free to reject or
accept any offers or orders transmitted to it by the Agent. The Principal shall
notify the Agent within five (5) working days of receipt of the order of its
acceptance or rejection of such order;

2.3.4 Initiate advertising, promotional or marketing activities for the Products.

The date, the timing and a range of promotional products should be agreed with

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the action may not exceed 30 days, unless otherwise agreed with the Principal;

2.3.5 Not actively solicit customers having their place of business or

residence outside the Territory. Moreover, if received by the Agent, any
inquiries or orders from such customers shall be transmitted to the Principal;

2.3.6 Consult and promptly notify the Principal in writing in such detail as the
Principal may reasonably require of all orders and inquiries concerning the
Products which he receives from customers or potential customers;

2.3.7 Not have the right to accept or receive any payments on behalf of the
Principal, except if expressly so authorized in writing by the Principal;

2.3.8 Develop promotional materials for the Products appropriate for use in
the Territory, including modification of the Principal’s promotional materials,
subject to the Principal’s advance approval of such materials;

2.3.9 Participate in trade shows and exhibitions in the Territory where such
participation will promote the Products;

2.3.10 Assist the Principal in providing support services to customers of the

Products in the Territory;

2.3.11 Assume full responsibility and organize product certification required on

Territory. The Goods must be marked and provided with the information in
compliance with the legislation valid in Territory as an Agent responsibility

2.3.12 Promptly respond to all communications by customers and the Principal

regarding the Products;

2.3.13 Not, without the prior written consent of the Principal, directly or
indirectly, manufacture, produce, promote, import or sell goods which
compete with the Products or any of them, within the Territory;

2.3.14 Market the Products under the trademarks, trade names, patents and
other immaterial property rights of the Principal as directed by the Principal
from time to time; in no event the Agent shall not have the right to claim any
registration or status of registered user of such immaterial property rights,
including but not limited to domain names, of the Principal, which remain the
property of the Principal;

2.3.15 Promptly bring to the notice of the Principal any complaints or claims
received by him related to the Products and deal with such complaints or
claims in such manner as the Principal shall from time to time direct. Unless
otherwise instructed by the Principal in writing, the Agent shall make no
admissions of liability regarding such complaint or claim. The costs incurred
by such complaints may be advanced by the Agent upon Principal’s request
but shall be entirely borne by the Principal;

2.3.16 Promptly bring to the notice of the Principal any doubts related to the
creditworthiness of the customers;

2.3.17 Prepare and maintain, and submit to the Principal on a timely basis,
all documentation and reports reasonably required from time to time to be

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 prepared, maintained or submitted, including but not limited to, the following:
(i) a database of information on current and prospective customers, which
database shall at all times be the property of the Principal, (ii) a quarterly
report concerning current and prospective customers, actual or pending
purchase orders, competitive products, trade conditions within the Territory
and related matters and (iii) a quarterly marketing plan;

2.3.18 Monitor the market and promptly notify the Principal of any
infringements of the Principal’s immaterial property rights or any other
unlawful acts against the Principal’s interests and to the best of the Agent’s
ability, assist the Principal to protect it against such acts;

2.3.19 Not incur any costs or expenses without the prior written consent of
the Principal and shall ensure (where such costs and expenses are incurred)
that the same are amortized within the calendar year in which they incurred.
Agreed amounts will be determined at the Principal’s discretion from time to
time;

2.3.20 Inform the Principal without undue delay if the Agent is unable to
perform the agent activities under this Agreement.

2.4 All documentation and reports shall comply with any guidelines issued by the
Principal from time to time;

2.5 The Agent agrees that he will use his best efforts to promote, according to
Principal’s indications, the sale and use of the Products within the Territory.

3. PRINCIPAL´S RESPONSABILITIES.

3.1 In addition to such other duties and obligations as are set forth in this
Agreement, the Principal shall:

3.1.1 Assist the Agent by providing an adequate supply of Product data

sheets, Provide Product training, price lists, catalogues and other
promotional literature in English or Russian language to the Agent;

3.1.2 Place advertisements in applicable publications and participate in trade

shows and exhibitions where such participation will promote the Products
(only with tight cooperation with Agent);

3.1.3 To approve or reject any promotional information or material submitted by

the Agent within 7 workdays from the receipt thereof;

3.1.4 Bear responsibility for collection of all customer payments.

4. QUOTES AND PURCHASE ORDERS

4.1 The Agent may provide quotes for the Products at prices no less than the
Principal's then-current prices and on the basis of the Principal's then-current terms
of and Conditions of Sale (better specified in Annex 2.);

4.2 Any proposal at other prices or terms and conditions must be approved in
advance by the Principal;

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4.3 The Principal shall inform in written of any proposed price changes and or
agreement conditions no less than 30 (thirty) days before the intended date of the
price and or agreement conditions changes. In case parties will not come to an
agreement about changes then the Agent has the right to terminate the contract;

4.4 The Agent shall promptly forward to the Principal or copies of all proposals made
by the Agent to current or prospective customers;

4.5 All purchase orders for and offers to purchase Products received by the Agent
shall promptly be forwarded to the Principal and are subject to acceptance by
Principal;

4.6 The Principal reserves the right in its sole discretion to accept or reject any such
order or offer, and to cancel or delay any order, in whole or in part, at any time after
acceptance, without incurring any liability to the Agent for commissions, damages or
otherwise. The Principal shall send the Agent a copy of all acceptances or rejections
sent by it to customers with respect to purchase orders or offers procured by the
Agent from customers;

4.7 The Principal shall invoice all customers directly, and all payments due from
customers shall be made directly to the Principal. In the event payment for Products
is made by any customer to the Agent, the Agent shall immediately forward such
payment to the Principal.
The price for the Products (together with any applicable taxes or duties and any
additional costs payable hereunder) shall be paid in accordance with the sales
conditions set forth in Annex 1.
Payment will be made in EUR or USD by wire transfer to such bank account as
the Principal may from time to time notify to the Agent.
Bank commission fee of the correspondent bank is carry by Agent. The price of
the products and final Principal final invoice does not include correspondent
bank charges;

4.8 The Agent shall, during the Agreement period, to pass an order to Principal in
the amounts set forth by the Parties as an additional agreement, which will
constitute as an annex of this Agreement (e.g. Annex 1.)
For any consecutive Agreement period such amounts shall be increased at least 20
% as compared to the preceding period. Above amounts do not include VAT.
Should the Agent fail to meet the minimum objective established hereunder by the
end of each year /within period of agreement, The Principal shall be entitled to
choose between: a) termination of the Agreement; b) reduce the size of Territory if it
is possible. The Principal must give written notice to the Agent of the exercise of
such rights within 30 calendar days from the end of the year in with the minimum
objective was not achieved.

5. PRODUCT CHARACTERISTICS, QUALITY AND LIABILITY

5.1 The Goods shall be delivered in terms of quantity according to the delivery note or
invoice of the Goods. In case of deficit in the Goods, the Agent/final customer shall
submit a claim as follows:
5.1.1 About the transportation pallets and wholesale packages: at the moment of
delivery and receipt of the Goods;
5.1.2 About the Goods units: within 3 (three) workdays since the receipt of the
Goods;

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 5.1.3 If the Agent/final customer discovers non-quality Goods (including the
Goods not corresponding to the Agreement) or/and deficiency which prevents or
may prevent the receipt or sales of the Goods, the Agent/final customer shall
notify the Principal thereof immediately in writing, but not later than within 1 (one)
week since the day of receipt of the Goods via e-mail and in no event later than
six (6) months from the date of delivery.

5.2 If any of the Products supplied by the Principal to the Agent/final customer are
shown to be, as at the time of delivery, not in accordance with the relevant Product
specification, then in lieu of all rights and remedies of the Agent/final customer in relation
thereto, the Principal shall at its option either replace such Products or repay the price
paid for such Products by the Agent/final customer (to the extent this has been paid by
the Agent/final customer).

5.3 The Principal shall not be liable for any indirect or consequential loss or damage, or
loss of profit or Agreement arising out of the sale or supply of the Products by the
Agent/final customer or their use by the Agent/final customer or any of the Agent/final
customer's, or any punitive or special damages; and in any event the Principal’s liability
shall be limited to replacement of the Products in question or, at the Principal’s option,
repayment of the purchase price.

6. COMMISSIONS AND EXPENSES

6.1 The Principal shall pay to the Agent amount, more specified in Annex 1, of Net
Product Sales directly from the Agent´s efforts. “Net Product Sales” shall be defined
as the amount of sales revenue from any sales made by the Agent less any
chargebacks, returns or defaults by customers;

6.2 In the event that the Agent receives commission payments for orders that are
subsequently refunded, charged back, or the Principal otherwise fails to realize the
income from such a sale, the Agent shall offset any future commissions paid by the
amount by which the commission actually paid would be reduced if the sales
associated with income the Principal failed to realize were never completed;

6.3 Payments shall be made to the Agent after every agent’s customer loading,
within 30 days;

6.4 An agent is responsible for paying all applicable taxes and fees from his Agent’s
commission that he receives, in accordance with national legislation.

6.5 The Principal shall be entitled to negotiate directly, without the Agent
intermediating, with clients located in the Territory on conditions that the Principal
informs the Agent on such agreements. In such cases, the Agent shall be not
entitled to receive any commission;

6.6 In the event of termination of this Agreement for any reason, the Principal shall
be obligated to pay commissions only with respect to purchase orders for Products
procured by the Agent from customers in the Territory prior to termination of this
Agreement and subsequently accepted by the Principal;

6.7 Notwithstanding anything to the contrary set forth above, there shall be deducted
from any commissions due the Agent an amount equal to: (i) commissions
previously paid or credited to the Agent for sales of Products which are thereafter
returned by the customer; and (ii) the applicable portion of commissions previously

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paid or credited to the Agent for sales of Products as to which any allowance or
adjustment is credited to the customer for any reason;

6.8 The Agent shall be reimbursed for all pre-approved reasonable out of pocket
expenses incurred in the performance of obligations incurred pursuant to this
agreement.

7. NON-COMPETITION.

During the Term and for a period of one (1) year after voluntary termination of the
Agreement by the Agent or termination by the Principal pursuant, the Agent shall
not, directly or indirectly, market, sell or promote the sale of, or otherwise
commercially deal in or with, any products or services within the Territory that will
then be in competition with the Products.

8. INTELLECTUAL PROPERTY

8.1 All Principal’s Intellectual Property rights concerning the Products, shall remain the
property of the Principal. Nothing in this Agreement shall give the Agent any rights in
respect of the Intellectual Property or of the goodwill associated therewith and the Agent
acknowledges that it shall not acquire any rights in respect thereof;

8.2 The Principal makes no representation and gives no warranty or condition (and
hereby excludes any implied warranty or condition) as to whether or not there exist any
intellectual
property rights of third parties which might be infringed by the import into or sale of the
Products in any part of the Territory or the use of the Trade Marks in relation thereto;

8.3 The Agent agrees to notify the Principal forthwith if it becomes aware of any
threatened infringement on the Intellectual Property and of any claim by any third party
that the
marketing or sale of the Products in the Territory infringes any rights of any other
person;

8.4 If any Principal intellectual values be used by Agent, it should be agreed beforehand
on written;

8.5 If any Principals intellectual values like trademark, domain, and etc. are used, then
upon termination or expiration of the agreement Agent will lose the right of use them and
should be returned;

8.6 Parties are ensured that trademarks are used by Parties on legal grounds; in respect
of these signs, there are no rights or legitimate of other demands.

9. CONFIDENTIALITY

9.1 The Agent shall not disclose to any third party any details regarding the
Principal´s business, including, without limitation any information regarding any of
the Principal´s customer information, business plans, or price points (the
“Confidential Information”), (ii) make copies of any Confidential Information or any
content based on the concepts contained within Confidential Information for the
personal use or for distribution unless requested to do so by the Principal, or (iii) use
Confidential Information other than solely for the benefit of the Principal;

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9.2 In any event, the receiving Party shall be responsible for any breach of the terms
and conditions of this Agreement by any of its employees or contractors;

9.3 The receiving Party shall use the same degree of care to avoid disclosure of the
disclosing Party’s Confidential Information as the receiving Party employs with
respect to its own Confidential Information of like importance, but not less than a
reasonable degree of care;

9.4 Return of Confidential Information: Immediately upon termination of the

relationship between the Principal and the Agent, the Agent shall return to the
Principal any documents pertaining to the Principal ´s business or any of its trade
secrets which are in the Agent´s possession.

10. DURATION AND TERMINATION

10.1 The Agreement shall commence on the Effective (Commencement) Date

(……) and continue in force for a period of 12 months unless terminated by giving 1
(one) month prior written notice. If this Agreement is not terminated it shall be
automatically extended for another twelve (12) month period;

10.2 This Agreement may be terminated by either Party by giving 1 (one) month
written notice of such termination to the other Party in the event of a material breach
by the other Party. “Material breach” shall include: (i) any violation of the terms, (ii)
any other breach that a Party has failed to cure within sixty (60) calendar days after
receipt of written notice by the other Party, (iii) Agent’s failure to meet the agreed
Net Products Sales target for a twelve month period, (iv) any activity or assistance
by Agent of challenging the validity or ownership of the Trademarks or any other
intellectual property rights of Principal, (v) an act of gross negligence or willful
misconduct of a Party, or (vi) the insolvency, liquidation or bankruptcy of a Party;

10.3 Upon receipt of notice of termination the Agent shall not commence work on
any new solicitation, unless specifically agreed to between the parties, but it shall
complete such negotiations as it has at that time undertaken. All of the rights and
duties of the parties shall continue during such notice period. If either the Principal
or the Agent desires to terminate all working-progress on solicitations commenced
before receipt of the notice of termination, it may do so only upon the parties' mutual
consent and the determination and payment of any residual obligations between the
parties, except as otherwise provided herein, either party may terminate this
Agreement. Should the Agent fail to achieve the minimum performance standards
and should the Principal, in its sole discretion determine to terminate this
Agreement, the Principal shall provide written notice to the Agent of the immediate
termination of this Agreement;

10.4 Upon termination of this Agreement, the Agent shall cease all marketing and
promotion of, and the solicitation of purchase orders for, the Products and promptly
return to the Principal all demonstration units, promotional literature and other
similar materials or effects which the Principal may have furnished to the Agent in
connection with its activities hereunder. Upon any termination of this Agreement, the
Principal shall not be liable to the Agent for loss of future commissions, goodwill,
investments, advertising or promotional costs or like expenses.

11. GENERAL.

11.1 Amendments

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No amendment to this Agreement will be effective unless agreed in writing and signed
by
or on behalf of the Parties;

11.2 Force Majeure

The obligations of each Party under this Agreement shall be suspended during the
period and to the extent that the Party is prevented or hindered from complying with
them by any cause which is beyond its reasonable control, including acts of God, act (or
failure to act) of any governmental authority, compliance with any law or governmental
order, rule or regulation, wars, civil commotions, riots or revolutions, strikes, lock-outs or
other labour disputes, embargoes, fire, floods, epidemics; shortage of obtaining
supplies, materials, components, energy, fuel or transportation; breakdowns of
machinery or delays or failures in deliveries by subcontractors due to similar causes
referred to in this clause;

A party is not liable for a failure to perform his obligations only if he proves
aforementioned impediments.

A party seeking relief of the liability shall within 7 workdays give notice in writing to the
other Party of such impediment and its effects on his ability to perform. Failure to give
notice makes the Party thus failing liable in damages for loss which otherwise could
have been avoided.

In case the above causes continue for more than six (6) months, either party shall have
the right to cancel the Agreement with immediate effect;

11.3 Indemnification
Agent shall indemnify and hold Principial harmless from and against any and all losses,
damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’
fees) arising from: i) a claim brought by any third party that Principial’s manufacturing,
testing, labeling, packing, storing or supply of the Product infringes any patent, utility model,
design, copyright, trademark or other intellectual property right of such third party, or ii) a
claim brought by any third party against Principial for any loss, damage, cost, expense or
liability arising from defects in the Product; if such infringement or defect arises from
compliance by Principial with the Agent’s instructions, including the Specifications:

11.4 Notices
All notices, demands or other communication to the parties shall be sent by e-mail in the
English language to: sales@aquaphor.com;

11.5 Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Parties in
relation to the subject matter hereof and supersedes all earlier agreements however made in
relation to such matters;

11.6 Severability
In case one or more provisions of this Agreement are invalid, the validity of the
remaining provisions of this Agreement shall not be affected thereby;

11.7 Applicable Law

This Agreement shall be governed by and construed in accordance with the Estonian
Law;

11.8 Dispute
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If the disputes resulting from this Agreement could not be settled by the negotiations of
the Parties, the dispute will be finally solved in the Arbitration Court of the Estonian
Chamber of Commerce and Industry in Tallinn (hereinafter “in Arbitration Court”) on the
basis of the regulation of this Arbitration Court. The dispute will be settled proceeding
from the Estonian law. The arbitral tribunal will be conducted in Estonian.

12. OTHER

The undersigned represent and warrant hereby that they are agreed with the provisions
of this Agreement and that they have the full authority to sign this Agreement and to
burden the company whose vicarious agents they are with all above obligations,
conditions and terms;

This Agreement has been drawn in duplicate, both being equally valid, one copy issued
to the both Parties.

13. LEGAL ADDRESSES OF THE PARTIES

PRINCIPAL AGENT

Westaqua-Distribution OÜ …...
Address: L.Tolstoi 2A, EE-40231 Sillamäe, Address: …..,
Estonia ...
Reg. nr.: 12023472 ID nr.: ...
VAT: EE101611712 Tel.: +.....
Tel.: +372 648 5799 E-mail: ….
E-mail: sales@aquaphor.com
anu.hannikainen@aquaphor.com Bank: ...
Swedbank ACCOUNT No: ..
IBAN: EE67220022105100 S.W.I.F.T ...
S.W.I.F.T.: HABAEE2X

Annex nr. 1 Conditions of Sale

Annex nr. 2 Product list with prices

PRINCIPAL Agent
------------------------------------ ---------------------------------
Anu Hännikäinen

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