Exclusive master distribution agreement dated April 13, 2018 between the Company and EMI-Korea (Best Choice), Inc

Exhibit 10.5

EXCLUSIVE MASTER DISTRIBUTION AGREEMENT 

BETWEEN 

NUTRIBAND, INC. AND BEST CHOICE (EMI), INC.

THIS EXCLUSIVE MASTER DISTRIBUTION AGREEMENT (this “Agreement”) is made as of the last date of signature (“Effective Date”), by and between Nutriband, INC., a Nevada Corporation, having its principal office located at Celtic Ct, 309 Oviedo, FL 32765, U.S.A, (hereinafter referred to as the “COMPANY’’), and Best Choice Inc., (EMI), having its principle office located at 3399 #39, Saimdang-ro, Seocho-gu, Seoul, Republic of Korea, (hereinafter referred to as the “DISTRIBUTOR”), collectively the “Parties”.

RECITALS

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 as follows:

The recitals as set forth above are incorporated herein and made a part of this Agreement.

The Exclusive Territories shall be all of South Korea, Taiwan, the South Asia Countries, and Peoples Republic of China.

Agreement or this Agreement made by such Sub-Distributor in the same manner as if any such breach was made by DISTRIUTOR itself.

assembling the Products as described in this Section 4(d) because the COMPANY is unable or refuses to till purchase orders in a timely manner.

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 Territories to promote and market the Products in the Exclusive Territories.

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. The COMPANY shall provide the DISTRIBUTOR with examples of the COMPANY’s sales and marketing literature and materials as guidance for the DISTRIBUTOR.

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 9,

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.

The COMPANY shall indemnify, hold harmless the DISTRIBUTOR, its agents, successors and/or assigns, employees, shareholders, 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 manufacture of the Products by the COMPANY and brought against the DISTRIBUTOR solely because of the sale and/or lease of the Products by the DISTRIBUTOR under this Agreement. The DISTRIBUTOR shall indemnify, hold harmless the COMPANY, its agents, successors and/or assigns, employees, shareholders, 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 and/or lease 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 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 of specifications provided to the DISTRIBUTOR by the COMPANY in the manufacture by the DISTRIBUTOR of the Products.

The DISTRIBUTOR shall carry and pay for such insurance, liability or otherwise, as it deems necessary or appropriate.

Certain of the COMPANY’s and the DISTRIBUTORS securities may become publicly traded. The Parties hereby acknowledge that they are aware and that their affiliates with knowledge of this Agreement or once they become aware of this Agreement have been advised or will be advised upon becoming aware of this Agreement of the restrictions imposed in securities laws of the United States and in the securities laws of the various States of a person possessing material non-public information about a company. The Parties hereby further acknowledge that they are aware the securities laws of the United States prohibit any person with material non public information concerning a company or a possible transaction involving a company for purchasing or selling securities in reliance of such information or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell such securities in reliance upon such information. The Parties also agree that, if requested, they will cause their affiliates who have knowledge of this Agreement or who may become aware of the Agreement to sign a written statement that they have been advised of the foregoing restrictions.

The Parties hereby agree that before any action to resolve any issues or disputes related to this Agreement shall first be submitted to Arbitration.

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, floods, epidemics and earthquakes.

Each Party to this Agreement will 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.

To the extent permitted by law, the provisions of this Agreement shall govern over all provisions of the laws of the State of Nevada. Otherwise this Agreement shall be governed by the laws of the State of Nevada 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 Las Vegas, Nevada and the Parties hereby waive any objection to such venue based on forum non-convenient.

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 CLAIM, COUNTER-CLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE) IN CONNECTION WITH OR IN ANY WAY RELATED TO THTS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR INACTIONS OF THIE MEMBERS OR THE COMPANY.

This Agreement shall inure to the benefit of and be binding upon the Parties and their successors and/or assigns and may be assignable by the DISTRIBUTOR without the prior written consent of the COMPANY.

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.

The Parties agree that 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 any Liability on behalf of the other Party whatsoever.

This Agreement may be amended only by written instrument executed by the Parties.

All notices or other communications which are required or permitted under this Agreement shall be in writing and hand delivered or (i) if sent by overnight delivery by U.S. Mail, FedEx, UPS, or other international private carrier, notice shall be deemed received on the next Business Day; or (ii) if by facsimile notice shall be deemed received when the sender gets its machine confirmation that the facsimile was successfully transmitted to recipient; provided however, a notice delivered by facsimile after 5:00 PM local time of the recipient on any day shall be deemed received on the next Business Day. Any notice under this Agreement that is not hand delivered (which delivery may be affected anywhere) shall be sent to the other Parties at the address set forth below, or such other location as a Party may designate in a future notice under this Agreement:

309 Oviedo, FL 32765

U.S.A.

Fax: 385 ###-###-####

3399 #39, Saimdang-ro, Seocho-gu,

Seoul, KOREA

Fax: 303 ###-###-####

All such notices shall be deemed to have been given when received or when delivery is attempted, if acceptance is refused.

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.

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.

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.

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.

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.

This Agreement constitutes the agreement among the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understanding pertaining thereto.

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, the Party so delivering this Agreement, or such document or instrument shall within a reasonable time after such facsimile 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 of the last Party to sign below.