The Exclusive Sales Agreement dated August 7, 2019, by and among EOS Inc., A-Best Wire Harness & Components Co., Ltd., and Ing-Ming Lai
Exclusive Sales Agreement
Parties to this Agreement:
甲方 Party A: EOS INC.
乙方 Party B:阿拜爾有限公司及賴英敏
A-Best Wire harness & Components Co., Ltd. & Ing-Ming Lai
This agreement is made and entered into by and between the parties on the basis of equality and mutual benefit to develop business on terms and conditions mutually agreed upon as follows：
Party B hereby appoints Party A as its Exclusive Distributor to solicit orders for the Commodity stipulated in Article 2 from customers in the Territory stipulated in Article 3, and Party A accepts and assumes such appointment. Notwithstanding the foregoing, Party B retains its right to sell any of its products as defined in Article 2 directly to its customers.
All products of Party B (included Micro-ceramic magnetic resonance speaker)
The price for each transaction shall be determined through negotiations between Party A, Party B and the buyer and Party A and Party B shall negotiate and decide the margins that Party A is entitled to on a case-by-case basis.
Article 5：Intellectual property
Party A may use the trademarks and copyright owned by Party B for the sale of the Commodity within the term of this agreement.
Article 6：Representations and Warranties
Party B hereby represent and warrant that all products are their own invention, and do not infringe upon any patents, trade secrets and/or other IP rights of any third parties. Parties B shall be responsible to answer to any infringement claims, and shall hold Party A harmless with respect to any such claims and shall indemnify Party A for all of its costs and damages that it may thereby incur, including but not limited to any damages granted by a court of the proper jurisdiction against Part A in a final and non-appealable judgment, its attorneys’ fees and relevant expenses, etc.
Article 7：Effective Condition and Term
This Agreement shall take effect upon the date of execution. This Agreement shall be effective and in full force for a period of three years (the “Term”) from execution and be automatically renewed for another Term of three years unless one party gives the other party a written notice of termination three (3) months before the end of the Term.
Amendments or additions to this Agreement may be made in written by mutual consent of the parties, and shall be appended to this Agreement with the signatures of the parties, whereupon they shall form an integral part of this Agreement, and shall supersede the original clauses affected by such amendment or addition. Matters on which this Agreement is silent shall be handled in accordance with the applicable provisions of the Civil Code
In the event that any provision of this Agreement is held to be invalid, unexercisable or unenforceable under the applicable laws, the remaining provisions shall remain in full force and effect.
Article 10：The Applicable Law
This Agreement shall be construed under and governed by the laws of the Republic of China(Taiwan). The parties agree to use good faith to resolve any question or dispute that may arise among or between them under or in connection with this Agreement.
Article 11：Consent to Jurisdiction
In the event of litigation under or in connection with this Agreement, the parties agree that the Taiwan Taipei District Court shall be the competent court with jurisdiction in the first instance.
Article 12: Assignment of Rights and Obligations
Party A may assign its rights and obligations under this Agreement in part or in whole to its affiliates, provided that concurrent written notice shall be given to Parties B.
This Agreement shall be executed in two original duplicates, and each party shall keep one duplicate as proof.
/s/ He-Siang Yang
負責人： HE SIANG YANG
Authorized Representative: HE SIANG YANG
Address: 7F.-1, No. 162, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City 104, Taiwan (R.O.C.)
FEIN：30-0873246 (NEVADA STATE)
A-Best Wire harness & Components Co.Ltd.
/s/ Ing-Ming Lai
Authorized Representative: LAI ING MING
Address: 13F-1, No.159, Songde Rd., Sinyi Dist., Taipei Taiwan
Unified Business Number: xxxxxxxx
西元 年 月 日
Date: August 7, 2019