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分销商协议

1. Distribution Scope and Limitation.
(a) YoungBodyMind, LLC (hereinafter "COMPANY") hereby appoints and grants DISTRIBUTOR the non-exclusive and non-assignable right to sell certain products "PRODUCTS") (Exibit A) in the then current "PRICE" set forth in YBM Store. The distribution right shall be limited to customers who have places of business in, and will initially use the Company's products in the geographic area ("GEOGRAPHY") set forth in Exibit A hereto.

(b) DISTRIBUTOR shall enjoy a volume discount price ("DISCOUNT") set forth in Exhibit A.

(c) DISTRIBUTOR shall distribute the PRODUCTS only within the GEOGRAPHY. DISTRIBUTOR shall not sell below the selling price per unit as listed on YBM website at www.youngbodymind.com for the respective PRODUCTS.

(d) The COMPANY reserves the right to modify the PRODUCTS, PRICE, DISCOUNT, AND GEOGRAPHY at any time. It is the DISTRIBUTOR's obligation to continue to follow the terms and conditions of this AGREEMENT, when PRODUCTS, PRICE, DISCOUNT, AND GEOGRAPHY are revised.

2. PRODUCTS Sales.
(a) Prices. All PRICE and DISCOUNT stated are FOB the COMPANY's offices in California, USA. PRICE and DISCOUNT do not include transportation costs which shall be borne by DISTRIBUTOR. PRICE and DISCOUNT do not include federal, state or local taxes applicable to the products sold under this AGREEMENT. An amount equal to the appropriate taxes will be added to the invoice by the COMPANY where the COMPANY has the legal obligation to collect such taxes. DISTRIBUTOR shall pay such amount to the COMPANY unless DISTRIBUTOR provides COMPANY with a valid tax exemption certificate authorized by the appropriate taxing authority.

(b) Payment. Terms are per YBM Store payment methods and terms on www.youngbodymind.com.

(c) Sales. DISTRIBUTOR shall use its best efforts to promote the sale and distribution of the PRODUCTS and to provide adequate support, which efforts shall include the following:

(i) Establishing and maintaining appropriate, attractive and accessible premises and facilities for the display and demonstration of PRODUCTS;

(ii) Provide an adequate, trained sales and technical staff to promote the sale and support of the PRODUCTS;

(iii) Undertake promotional campaigns and canvas prospective users to stimulate the sales of PRODUCTS;

(d) Training. COMPANY shall furnish training of DISTRIBUTOR's sales and technical representatives at various times and locations as shall be designated for this purpose by COMPANY. Enrollment in training courses shall be limited to a reasonable number of persons who shall be sufficiently qualified to take the courses. DISTRIBUTOR shall pay the salaries and all travel and lodging expenses and subsistence of its representatives.

(e) Shipment. All shipments of PRODUCTS shall be made FOB COMPANY's plant in California, USA, and liability for loss or damage in transit, or thereafter, shall pass to DISTRIBUTOR upon COMPANY's delivery of PRODUCTS to a common carrier for shipment. Shipping dates are approximate and are based, to a great extent, on prompt receipt by COMPANY of all necessary ordering information from Distributor. DISTRIBUTOR shall bear all costs of transportation and insurance and will promptly reimburse Company if Company prepays or otherwise pays for such expenses. COMPANY shall not be in default by reason of any failure in its performance under this AGREEMENT if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labor shortage, transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely instructions or essential information from Distributor, or otherwise arisen out of causes beyond the control of the Company. Nor shall the Company at any time be liable for any incidental, special or consequential damages.

(f) Cancellation. DISTRIBUTOR may, at any time prior to the scheduled date of shipment, cancel any or all PRODUCTS on order upon giving timely written notice and upon payment of the following cancellation charges for each unit cancelled. The cancellation charges, intended as liquidated damages and not penalties, are as follows:

3. Relationship of Parties.
(a) The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expressly granted to the DISTRIBUTOR are expressly reserved to the COMPANY. The DISTRIBUTOR shall have no right, power or authority in any way to bind the Company to the fulfilment of any condition not herein contained, or to any contract or obligation, expressed or implied.

(b) DISTRIBUTOR shall operate as an independent contractor and not an employee, agent, partner or joint venturer of YBM and that I am not authorized to act on behalf of or to bind YBM (or any of its officers, directors, employees or agents).

(c) As an independent distributor, DISTRIBUTOR agrees to make no false or misleading statements concerning YBM Products or Business Opportunity.

(d) DISTRIBUTOR understands that without prior approval in writing from YBM, DISTRIBUTOR may not create audio or video recordings, develop materials, or place advertisements of any kind for use in soliciting or attracting customers and/or distributors.

(e) Independence of Parties. Nothing contained in this Agreement shall be construed to make the DISTRIBUTOR the agent for the Company for any purpose, and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party. The Distributor specifically agrees that it shall have no power or authority to represent the Company in any manner; that it will solicit orders for products as an independent contractor in accordance with the terms of this AGREEMENT; and that it will not at any time represent the Company in any manner; that it will solicit orders for products as an independent contractor in accordance with the terms of this AGREEMENT; and that it will not at any time represent orally or in writing to any person or corporation or other business entity that it has any right, power or authority not expressly granted by this AGREEMENT.

4. Term. The term of this Agreement shall be for 1 year, renewable when an annual distributor membership fee is paid at www.youngbodymind.com, unless sooner terminated. Termination shall not relieve either party of obligations incurred prior thereto.

5. Termination. The COMPANY reserves the right to terminate any DISTRIBUTOR membership and this AGREEMENT due to a DISTRIBUTOR materially violate this AGREEMENT, provided due notice has been given to the DISTRIBUTOR of the alleged breach and such DISTRIBUTOR has not cured the breach within [e.g., thirty (30) days] thereof.

6. Indemnity. DISTRIBUTOR agrees to hold the COMPANY free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of the Distributor; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts of third parties in relation to PRODUCTS sold to the DISTRIBUTOR under this AGREEMENT, including, but not limited to execution of liens and security interests by third parties with respect to any such PRODUCTS.

7. Assignment. This AGREEMENT constitutes a personal contract and DISTRIBUTOR shall not transfer or assign same or any part thereof without the advance written consent of COMPANY.

8. Entire Agreement. The entire AGREEMENT between the COMPANY and the DISTRIBUTOR covering the PRODUCTS is set forth herein and any amendment or modification shall be in writing and shall be executed by duly authorized representatives in the same manner as this AGREEMENT. The provisions of this AGREEMENT are severable, and if any one or more such provisions are determined to be illegal or otherwise unenforceable, in whole or in part, under the laws of any jurisdiction, the remaining provisions or portions hereof shall, nevertheless, be binding on and enforceable by and between the parties hereto. Any provisions, terms or conditions of DISTRIBUTOR's Purchase Orders which are, in any way contradicting of this AGREEMENT, except those additional provisions specifying quantity and shipping instructions, shall not be binding upon COMPANY and shall have no applicability to the sale of goods by COMPANY to DISTRIBUTOR.

9. This Agreement shall be interpreted under the laws of the state of California.