[COMPANY] AUTHORIZED DISTRIBUTOR AGREEMENT

This [COMPANY] Authorized Distributor Agreement (the “Agreement”) is by and between [COMPANY] (“[COMPANY]”) and the undersigned Distributor (“Distributor,” “you,” or “your”) (collectively, the “Parties” and individually a “Party”) and is effective on the date the Agreement is accepted by [COMPANY] after being agreed to by you (the “Effective Date”). You agree to this Agreement, and are deemed the “undersigned,” by signing below. Until this Agreement is terminated or such status is otherwise revoked by [COMPANY], Distributor shall be considered an “Authorized Distributor” hereunder.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the

Parties, intending to be legally bound, hereby agree as follows:

Scope of Distributor Relationship.

Appointment. This Agreement authorizes Distributor to purchase [COMPANY] products (the “Products”) as a non-exclusive distributor for the purpose of selling the Products to [COMPANY]’s Authorized Resellers (as defined below) within the United States of America and Canada (the “Market Area”). Nothing in this Agreement shall be deemed to restrain [COMPANY] or its affiliates from advertising, promoting, marketing, selling or supplying Products, without limitation, to the Market Area and Authorized Resellers, directly or through intermediaries, and, if [COMPANY] chooses to do so, Distributor shall not be entitled to any form of compensation. Distributor shall be prohibited from buying Products from anyone other than [COMPANY].

Independent Contractor. The Parties will at all times be independent contractors and will so represent themselves to all third parties. Distributor shall not be deemed to be a legal representative or agent of [COMPANY]. Distributor is not authorized to transact business, incur obligations (express or implied), or otherwise act in any manner in the name of, or on behalf of, [COMPANY], or to make any promise, warranty, or representation with respect to the Products or any other matter in the name of, or on behalf of, [COMPANY]. Nothing in this Agreement shall be construed so as to conclude that Distributor and [COMPANY] are employees or employers of one another, joint venturers, partners or anything other than independent of one another.

Third Party Products. Distributor may sell competing products and engage in other

businesses.

Product Changes. [COMPANY] reserves the right at any time in its sole and absolute discretion and without any obligation, liability or advance notice to Distributor to discontinue the sale of or limit the production of any Product, to terminate or limit deliveries of any Product, to alter the design or composition of any Product, and to add new and additional products to or delete existing Products from its product lines.