Date:

Company:

EXCLUSIVE IRON DOORS, L.L.C., a Texas Limited Liability Company and any of its Mexican subsidiaries and/or affiliates, doing business at 19942 FM 2252, San Antonio, TX 78266 (hereinafter referred to as the “Company”')

Distributor:

Address:

Term: Valid trough subject to the requirements provided below.

THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is made effective on 2019 (“Effective Date”), by and between, the above Company and Distributor, collectively known herein as the “Parties.”

Recitals

• Distributor desires to be the distributor of any and all of the Company’s current or future custom iron doors and windows (the “Products”), in certain Territory more fully described herein (the “Exclusive Territory”); and

• The Company desires to appoint Distributor as distributor of the Company’s Products in the agreed Territory and will provide Distributor with Confidential Information regarding the products, pursuant to the protections afforded the Company herein, in order for Distributor to distribute said Products in the Exclusive Territory.

  NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to the following terms, conditions and covenants:

1. Recitals. The recitals as set forth above are incorporated herein and made a part of this Agreement.
2. Exclusive Territory. The Exclusive Territory shall be subject to Distributor achieving gross sales requirements of $ in Products during the first year of this agreement and in accordance with the schedule shown at Paragraph 9, below. In the event gross sales requirements are not met by Distributor, the Company reserves the right to license other distributors in the territory or transfer to builder pricing.
3. Appointment of Distributor and Exclusivity.
   1. The Company hereby appoints the Distributor as its distributor of all the Company’s Products and future products within the Exclusive Territory. Distributor commits to maintain the Company’s good reputation and high quality, premium, upscale brand image in the Distributor’s business dealings, advertising, marketing and displays. Distributor may nominate affiliated or other companies to sell and distribute the Products in the Exclusive Territory (“Sub-Distributors”), provided however:
      • The Company shall have the right to review and approve such Sub- Distributor Agreements, which approval shall not be unreasonably withheld;
      • Such Sub-Distributors agree in writing to be bound by the terms of this Exclusive Distribution Agreement; and
      • Distributor shall be responsible for any breaches of this Agreement or any Sub-Distributor Agreement made by such Sub-Distributor in the same manner as if any such breach was made by Distributor itself.
   2. Distributor shall purchase the Products directly from the Company (or any agent or third party designated by the Company in writing) in Distributor’s own name and for Distributor’s own account and risk.
   3. Distributor may sell the Products to third parties provided however, Distributor shall not sell the Products to any third party that intends to market, sell or distribute the Products outside of the Exclusive Territory defined in this Agreement.
   4. Distributor shall not advertise and/or solicit sales of the Products to parties beyond the territorial boundaries of the Exclusive Territory. In the event the Distributor receives any response or inquiry from any party without its Exclusive Territory through its website or any other marketing and/or advertising materials distributed within the Exclusive Territory, the Distributor shall turn over all such contact information to the Company.
   5. Distributor shall use commercially reasonable efforts in promoting the Products which shall include but not be limited to marketing and advertising the Company's Products to maintain the Company’s good reputation and high quality, premium, upscale brand image.
   6. The Company has existing customers and clients within the Distributor’s Exclusive Territory listed on the attached Exhibit B. The Company reserves the right to continue to sell and service the customers and clients listed on Exhibit B. All new requests or orders for the Product originating within the Exclusive Territory of the Distributor which the Company receives shall be forwarded to the Distributor for sales and service.
   7. Nothing in this Agreement shall constitute the right of the Distributor to act as agent for the Company or to represent the Company in any way whatsoever. The Distributor shall have no authority whatsoever to enter into any obligations on behalf of the Company.
   8. Distributor acknowledges that proprietary information is embodied in the Products and all data, information and materials supplied by the Company to the Distributor or acquired by the Distributor in performance of this Agreement. Distributor shall not use, appropriate or disclose to others any such proprietary information without the express written consent of the Company. Distributor agrees all proprietary rights relating to the Products, including any and all copyrights, patents and trade secrets and all trade names, trademarks and service marks used or promoted by the Company, the Distributor or their respective agents with respect to the Products are the sole and exclusive property of the Company.
4. Purchase and Sale of the Company’s Products
   1. The Company shall sell Products to Distributor at a price no greater than the wholesale manufacturer’s price list which is attached hereto as Exhibit C. Distributor shall pay the Company fifty percent (50%) of the purchase order when the order is made and the remaining fifty percent (50%) when the product order is manufactured and ready for shipping. The purchase price of all Products sold to the Distributor shall be paid to the Company in United States Dollars. Distributor agrees and understands there will be no cancellations after a purchase order is made.
   2. The Company shall not be obligated to deliver Product prior to the estimated delivery date determined at time of the purchase order.
   3. The Company shall provide the Distributor at least ninety (90) days’ notice of any pricing increase. Any price increase shall be limited to ten percent (10%) and there shall not be more than one (1) price increase in any given twelve (12) month period.
   4. The Distributor shall have the right to purchase a minimum of percent ( %) of the Company’s manufacturing production capacity of the Company’s Products.

   5. Distributor shall have the right to assemble the Products itself or through affiliated third parties within the Exclusive Territory, provided however that all proprietary rights relating to the Products including all copyrights, patents, trade secrets, trade names, trademarks and service marks used or promoted by either the Company, the Distributor or their respective sub-distributors, agents with respect to the Products are the sole and exclusive property of the Company and any such Sub-Assemblers shall be bound by the terms of this Agreement. The Company shall cooperate with the Distributor in training at any such sub-assembly facilities to insure the highest standard of quality control at the expense of Distributor. In the event the Distributor intends to assemble the Products elsewhere, it shall inform the Company in writing as soon as practicable and shall pay an annual royalty fee on any sales of the Products assembled or manufactured based on the following schedule:

      Fifteen percent (15%) of gross sales. All royalties shall be paid quarterly, in US Dollars within thirty days of the end of each calendar quarter. Distributor shall keep accurate sales records which shall be available for review, inspection and audit by the Company during normal business hours of the Distributor.

   6. The Distributor may charge any such price for its sale of the Products as the Distributor deems best within the Exclusive Territory.
   7. The Company shall fulfill each and every order presented to it in as timely a manner as is commercially reasonable. The Distributor understands and agrees in the event the Company must manufacture additional inventory in order to fulfill a purchase order presented to it by the Distributor, delivery may be delayed because of time and capital needed for manufacturing. The Company may require the Distributor to make a deposit not to exceed one-half of the purchase price of the Products (which deposit shall be credited against the total purchase price of the Products) prior to commencement of manufacturing and the balance due prior to shipment of the Products needed to fulfill such purchase order.
   8. The Distributor shall be responsible for shipping logistics of Products sent from the Company’s manufacturing facilities to assembly destinations specified by the Distributor. Shipping costs and any tax and/or tariffs associated with the shipment shall be paid by the Distributor, provided however in an effort to minimize these costs; the Distributor shall have the right to provide to the Company commercially reasonable shipping instructions. Title to the Products and the risk of loss for the Products sold by the Company shall transfer to the Distributor upon payment in full of the purchase order and upon pickup or loading by the Distributor’s shipping carrier, satisfactory inspection and acceptance of the Products by the Distributor at the assembly or retail showroom destination specified by the Distributor.
   9. The Company shall be responsible for all warranty according to its standard warranties. The Company warrants to the Distributor the Products shall be delivered with all necessary parts and that all necessary parts shall be in proper working condition.
      • Distributor shall not alter, amend or modify the Company’s manufacturer warranties for any of its Products, nor shall Distributor advertise or make representations that the Products have warranties other than those established by the Company for its Products. The Distributor shall indemnify, hold harmless the Company, its agents, successors and/or assigns, employees, shareholders, Company owners or members, directors, officers and/or affiliates from and against all liability, loss, damage, costs, and expenses including reasonable attorney’s fees and costs resulting from and all causes of action, suits, claims, demands, liabilities and/or judgments of any nature whatsoever, arising out of, resulting from and/or relating to any injury, damage to property or person arising out of and/or resulting from the sale of the Products by the Distributor to the extent any such manufacture liability, loss, damage, costs, and expenses including reasonable attorney’s fees and costs resulting from and all causes of action, suits, claims, demands, liabilities and/or judgments of any nature whatsoever, arising out of, resulting from and/or relating to any injury, damage to property or person resulted from the remanufacture or any deviation by Distributor or representing to buyers any warranty terms different from those offered by the Company for its Products and from any breach of this provision. This provision shall survive termination or expiration of this Agreement for any reason.
      • The Company authorizes the Distributor to perform warranty repairs to the Products. Distributor shall be responsible for warranty servicing and follow-up on all orders of the Company’s product. In order for the Distributor to be able to assemble complete units of the Products and to perform warranty repairs to the Products, the Company shall provide to the Distributor on an ongoing basis an adequate supply of component parts to expedite assembly of units of the Products that may be received with missing or inoperable parts and for Distributor to perform warranty repairs. The Distributor shall return or dispose of all damaged, broken and/or defective parts to the Company, at the sole discretion of the Company, at Distributor’s cost and expense.
5. Training. The Company may provide the Distributor training in finishing, assembling and installation of the Products at Distributor’s cost.
6. Trademarks. The Company hereby grants to the Distributor an exclusive license to use any and all trademarks, logos and other markings used by the Company in the Exclusive Territory to promote and market the Products in the Exclusive Territory.
7. Marketing and Advertising. All marketing, advertising and sales campaigns, along with all literature and materials associated therewith, must be preapproved by the Company, in writing, which approval shall not be unreasonably withheld or delayed. Distributor commits to maintain the Company’s good reputation and high quality, premium, upscale brand image to the public. The Company shall provide the Distributor with examples of the Company’s sales and marketing literature and materials as guidance for the Distributor.
8. Minimum Purchase Requirement.
   • To comply with the annual minimum purchase requirement as described in Section 8(b) below, the minimum sales purchase requirement for the next twelve (12) month period beginning from the Effective Date of this Agreement shall be $ USD
   • Should the Distributor fail to make the agreed upon annual minimum purchase requirement, the Distributor shall have two (2) additional months to purchase the balance of the required annual minimum purchase requirement. In the event the Distributor fails to purchase additional Products to meet the annual minimum purchase requirement, the Company has the right, at its sole discretion, to terminate this Agreement. The Distributor shall be relieved from the annual minimum purchase requirement should there be a Product recall; should the Company fail to meet its obligations in this Agreement; and/or should the Company fail to deliver the Products in a timely manner.
9. Duration and Termination.
   • The initial term of this Agreement shall be as first stated above near the top of this Agreement.
   • This Agreement shall automatically renew for an additional ten (10) years and each 10 year period thereafter if a minimum increase in sales of ten percent (15%) per year or accumulative equivalent or a year by year fifteen percent (15%) increase is achieved by the end of the initial term of this Agreement and each ten (10) year period thereafter. The Distributor shall have met its minimum purchase requirement at the end of each year if the accumulative total of purchases is equal to or greater than the amounts added together as shown on the table shown below. All amounts shown below in this Section 8(b) shall be in US Dollars.

     Year	Increase	Minimum Sales
     1	15%	$
     2	15%	$
     3	15%	$
     4	15%	$
     5	15%	$
     6	15%	$
     7	15%	$
     8	15%	$
     9	15%	$
     10	15%	$
     11	15%	$
     12	15%	$
     13	15%	$
     14	15%	$
     15	15%	$
     16	15%	$
     17	15%	$
     18	15%	$
     19	15%	$
     20	15%	$

   • This Agreement may be terminated at any time by the Distributor, with or without cause, upon ninety (90) days written notice to the Company.
   • This Agreement may be terminated at any time by the Company, with or without cause, upon ninety (90) days written notice to the Distributor. For purposes of this Agreement, “Cause” shall mean: (i) any act of material breach of this Agreement; (ii) the engaging by the Distributor in misconduct, which is materially and demonstrably injurious to the reputation or image of the Company, its Products or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) any conviction of, or plea of guilty or nolo contendere to, the Distributor or key officers with respect to a felony (other than a traffic violation);
   • The commission (or attempted commission) of any act of fraud or dishonesty by the Distributor or its officers which is materially detrimental to the business or reputation of the Company or any of its divisions, subsidiaries or affiliates; or
   • Distributor engages in an act or series of acts constituting misconduct arising from misstatement of sales and the payment of royalties for the Company’s Products. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Distributor of its obligations under this Agreement (“Material Breach”). The Distributor shall be given written notice by the Company of its intention to terminate this Agreement for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company’s learning of such act or acts or failure or failures to act. The Distributor shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such cure is possible. Upon termination of this Agreement the Distributor shall immediately cease representing itself as a distributor of the Products. Each Party shall remain liable under this Agreement for any obligation incurred prior to the effective date of termination. The Distributor shall have the right to sell any Products in inventory, the right to purchase Products required to fill any orders it has on the books at the time of termination of this Agreement, and the obligation and legal duty to service any orders in effect or arising therefrom until the final expiration of any warranties for sales in effect prior to termination of this Agreement.
   • This Agreement may be terminated as to a particular Country within the Exclusive Territory upon the Distributor learning and advising the Company that it is unable to secure any regulatory/governmental approval to distribute the Products within that particular Country in the Exclusive Territory.
   • This Agreement may be terminated as to a particular Country in the Exclusive Territory if any required regulatory/governmental approval to distribute the Products within a particular Country in the Exclusive Territory is revoked or suspended.
   • In order for either Party to cure a material breach of this Agreement, it must pay any reasonable and demonstrable damages such breach caused the non-breaching Party.
10. Confidential Information.
    1. For the purposes of this Section 10: “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), including all information, whether oral or written or in the form of documents, designs, drawings, specifications, data, reports, formulas, manufacturing processes and/or procedures or otherwise, relating to the Products or the operations or assets of any Party and/or the Company except the following: (i) information actually known to a Party prior to its disclosure in connection with this Agreement that is unencumbered by any confidentiality restriction; (ii) information that a Party can demonstrate was available to the general public or that was general industry knowledge at the time of its disclosure to such Party; or which thereafter becomes available to the public or becomes general industry knowledge, without a breach of this Agreement by such Party; (iii) information that a Party can demonstrate was legally furnished to such Party by a third party having the right to so disclose without restriction on its further disclosure; or (iv) information to the extent that a Party may, in the reasonable opinion of its counsel, be compelled by legal requirements to disclose, provided such Party uses all reasonable efforts, and to the extent permitted by applicable legal requirements, will have afforded the other Parties the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment, for the information compelled to be disclosed.
    2. Each Party shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself, itself or others except in connection with the performance of its obligations under this Agreement, all Confidential Information of or relating to another Party, and shall not disclose such Confidential Information to any Person other than with the prior written consent of the Party that originally acquired or developed such Confidential Information.
    3. The Parties to this Agreement acknowledge and agree that in the event of breach or non-compliance with any of the provisions of this Section 10, monetary damages may not constitute a sufficient remedy. Consequently, in the event of such a breach, the non- breaching Party shall be entitled to injunctive or other equitable relief, including specific performance, in order to enforce or prevent any violation of such provisions, in addition to any other rights or remedies to which it may be entitled at law or otherwise.
    4. At a minimum, any unauthorized use of the Company’s proprietary information or circumvention of this agreement by used of the Company’s proprietary information, product designs, processes, or specifications shall result in the disgorgement by the Distributor or its Sub-Distributors of the gross income received as a result of offending or breaching the confidentiality provisions of this Agreement, together with any and all legal fees, costs and expenses associated with enforcing the provisions of this Agreement and collecting any damages as a result of breach of Section 10 and 11 of this Agreement.
    5. Section 10 of this Agreement shall survive the termination or expiration of this Agreement.
11. Non-Circumvention.
    1. The Distributor understands and agrees for the entire Duration of this Agreement, except as otherwise authorized herein, it shall not manufacture, market, sell or distribute (or assist any other parties to manufacture, market, sell or distribute) any competing product in the Exclusive Territory or in any other territory or market. Any violation of this Section 11(a) shall be deemed an attempt to circumvent this Agreement, and the Distributor shall be liable for any reasonable and demonstrable damages.
    2. The Distributor and/or its affiliates shall not contract, deal with, solicit for employment, or otherwise become involved in any transaction with any corporation, partnership, individual, Company employee, supplier, vendor, bank, trust or lending institution which has been introduced by the Company without the prior written consent of the Company. Any violation of this Section 11(b) shall be deemed to be an attempt to circumvent this Agreement and the Distributor shall be liable to the Company for full and complete disgorgement of the gross revenue from any such attempt at circumvention, plus any reasonable and demonstrable damages, including all legal fees, expenses and costs of enforcement of this Agreement and collection of damages.
    3. Section 11 of this Agreement shall survive termination or expiration of this Agreement.
12. Indemnification. The Distributor shall indemnify, hold harmless the Company, its agents, successors and/or assigns, employees, shareholders, Company owners or members, directors, officers and/or affiliates from and against any and all liability, loss, damage, costs, and expenses including reasonable attorney’s fees and costs resulting from breach of the confidentiality agreement and non-circumvent provisions of this Agreement, together with any and all causes of action, suits, claims, demands, liabilities and/or judgments of any nature whatsoever, arising out of, resulting from and/or relating to any injury, damage to property or person arising out of and/or resulting from the sale of the Products by the Distributor only to such extent any such manufacture liability, loss, damage, costs, and expenses including reasonable attorney’s fees and costs resulting from and any and all causes of action, suits, claims, demands, liabilities and/or judgments of any nature whatsoever, arising out of, resulting from and/or relating to any injury, damage to property or person resulting from or arising out of the remanufacture or any deviation of specifications provided to the Distributor by the Company in the manufacture or assembly by the Distributor of the Products. This provision shall survive termination or expiration of this agreement.
13. Insurance. The Distributor shall carry and pay for such insurance, liability or otherwise, as it deems necessary or appropriate to protect itself from any and all liability for the sale of the Company’s Products and product liability claims, which shall be the sole and exclusive remedy between the parties for any product liability claims arising the Products the subject of this Agreement.
14. Alternative Dispute Resolution. It is the policy of the State of Texas to encourage the peaceable resolution of disputes through alternative dispute resolution procedures.
    1. Mediation. The parties agree any and all disputes between the parties, whether arising under this agreement, tort, statutory or otherwise, including, but not limited to, (a) any and all controversies, disputes or claims arising under, or relating to this agreement, and any amendments thereto, or any dealings between the Distributor and Company; (b) any controversy, dispute or claim arising by virtue of any representations, omissions, promises or guarantees alleged to have been made by either party or their representative; and (c) any personal injury or property damage alleged to have been sustained by the Company or Distributor shall first be submitted to mediation where the parties shall participate in good-faith prior to filing any proceeding in a court of law, other than an action for injunctive or equitable relief provided above. The Mediator shall decide all decisions respecting the suitability of any issues in dispute for mediation. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be conducted pursuant to any procedures set forth in the local rules for Alternative Dispute Resolution in Bexar County, Texas. If there is any conflict between this Agreement and such procedures, the provisions of the local rules shall control. Furthermore, if the Mediator designated cannot conduct the mediation for any reason, or if no mediator is designated, the parties agree to work together in good faith to select a mediator and, if all disputes are not resolved by mediation, after a good-faith effort by all parties, then the parties may proceed to a court of law. If the parties are unable to agree on the appointment of a mediator, either party may petition a court of general jurisdiction in the subject county to appoint a Mediator. It is stipulated and agreed that the filing of a petition requesting appointment of a Mediator shall not constitute a waiver of the right to enforce Mediation.
    2. In any mediation proceeding between the parties:
       • All applicable Federal and State laws shall apply;
       • All applicable claims, causes of action, remedies and defenses that would be available in court shall apply;
       • The proceeding shall be conducted by a single Mediator selected by a process designed to ensure the neutrality of the Mediator;
       • The parties shall be entitled to conduct reasonable and necessary discovery as provided in the Texas Rules of Civil Procedure; and
       • The Mediator shall render a written, reasoned decision;
    3. The parties agree that notwithstanding anything to the contrary, the rights and obligations set forth in this mediation provision shall survive (1) the expiration or termination of this Agreement by either party; or (2) the default of this Agreement by either party. The waiver or invalidity of any portion of this mediation provision shall not affect the validity or enforceability of the remaining portions of this mediation provision or any other provision of this Agreement. The Company and Distributor further agree (1) that any dispute involving any party’s directors, shareholders, company owners or members, officers, partners, employees and agents shall be resolved as set forth herein and not first in a court of law; and (2) that Distributor shall be obligated to include its subcontractors, sub-distributors and suppliers as parties in the alternative dispute resolution procedures set forth in this Agreement.
    4. If any party to this Agreement files a proceeding in any court to resolve any such controversy, dispute or claim, such action shall not constitute a waiver of the right of such party or a bar to the right of any other party to seek mediation of that or any other claim, dispute or controversy, and the court shall upon motion of any party to the proceeding, direct that such controversy, dispute or claim be mediated in accordance herewith, prior to proceedings in a court of law. Inasmuch as this agreement provides for mandatory, good-faith mediation of disputes, if any party commences litigation, other than for preservation of applicable statutes of limitations or the appointment of a mediator, in violation of this Agreement, such party shall reimburse the other parties to the litigation for their costs and expenses including attorneys’ fees incurred in seeking abatement of such litigation and enforcement of mediation.
    5. The requirement that the parties submit any disputes between them to mediation is bargained for as part of the mutual consideration of this Agreement and a condition of the purchase and sale of the Products and grant of this Exclusive Distribution Agreement the subject of this Agreement between the parties; the requirement is absolute, enforceable and shall survive the termination of the Agreement.
15. Force Majeure. No Party shall be responsible for delays or failure in performance resulting from acts beyond the reasonable control of such Party. Such acts include but shall not be limited to acts of God, war, riot, labor stoppages, governmental actions, fires, severe and unusual weather conditions, floods, epidemics and earthquakes
16. Attorney’s Fees and Costs. Each Party to this Agreement shall bear the fees and disbursements of their respective lawyers, accountants and consultants engaged in connection with the preparation of this Agreement and of any and all agreements, instruments, documents or other writings to be executed and delivered pursuant hereto and all other costs and expenses incurred in connection herewith and therewith. The prevailing party in any legal proceeding brought to enforce this Agreement shall be entitled to reasonable attorney’s fees, costs of court and expenses of litigation in addition to any other remedy available under this Agreement, at law or in equity.
17. Choice of Law and Venue. To the fullest extent permitted by law, this Agreement shall be governed by the laws of the State of Texas and the federal law of the United States without reference to principles of conflict of laws. The Parties agree that in the event of a dispute between the Parties arising out of this Agreement or the transactions contemplated herein venue for such dispute shall be in the State or Federal Courts located in San Antonio, Bexar County, Texas, and the Parties hereby waive any objection to such venue based on forum non conveniens.
18. WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AS A CLAIM, COUNTER-CLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE) IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR INACTIONS OF THE MEMBERS OR THE COMPANY.
19. Assignment. This Agreement shall inure to the benefit of, and be binding upon the Parties and their successors and/or assigns, and may only be assignable with the prior written consent and approval of the Company.
20. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
21. Independent Contractor. The Parties agree the Distributor shall act as an independent contractor in the performance of its duties under this Agreement. Accordingly, the Distributor shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Distributor’s activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required. No relationship of principal to agent, master to servant, employer to employee or franchisor to franchisee is established between the Parties in this Agreement. No party shall have the authority to bind the other Party or to incur any Liability on behalf of the other Party whatsoever.
22. No Amendment Except in Writing. This Agreement may be amended only by written instrument executed by the Parties.
23. No Waiver. Failure by any Party to this Agreement to insist in any one or more instances upon the strict performance of any one of the covenants contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any Party of any such covenant shall be deemed to have been made unless expressed in writing and signed by the waiving Party.
24. Further Assurances. From time to time, each Party to this Agreement will, at the reasonable request of any other Party to this Agreement, take all action, do all such acts and execute and deliver all agreements, instruments, documents or other writings desired or required by such other Party so as to fully perform or carry out the terms, intent or purposes of this Agreement.
25. Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. All references herein to “Sections” and “paragraphs” shall refer to corresponding provisions of this Agreement. The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.” Any reference in this Agreement to a “day” or number of “days” (without the explicit qualification of “Business”') shall be interpreted as a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business Day.
26. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of all of the Parties hereto and their respective successors, legal representatives and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any person other than the Parties hereto or their respective successors, legal representatives or permitted assigns, any rights or remedies under or by reason of this Agreement.
27. Cumulative Remedies. Except where otherwise expressly limited herein, the rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.
28. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, representations and understanding pertaining thereto.
29. Counterpart Execution. This Agreement and any document or instrument to be executed and delivered by the Parties hereunder or in connection herewith may be executed and delivered in separate counterparts and delivered by one Party to the other Parties by facsimile, each of which when so executed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same agreement. If this Agreement or any such document or instrument is delivered by facsimile or email, the Party so delivering this Agreement or such document or instrument shall within a reasonable time after such facsimile or email delivery shall also deliver an originally executed copy to the other Party.

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed effective upon the date first written above.

The Company

Exclusive Iron Doors, LLC

By

Roberto Leal, Member

The Distributor

[Legal Business Name]

By

[Printed Name, Title]