Distribution agreement in EnglishDISTRIBUTORSHIP AGREEMENTThis Agreement made and entered into this Date Month Year by and between ○○○○Company a corporation duly organized and existing und

e) distributor of the Contract Products in the Territory, and the Distributor accepts such appointment.2.2 The Distributor acknowledges that it has not relied upon any representations, warranties or promises made by or on behalf of COMPANY except as set forth in this Agreement.Article 3【 Rights and Obligations of the Distributor 】3.1 The Distributor shall use its best efforts to promote the sale of the Contract Products in the Territory.3.2 The Distributor shall provide COMPANY with reports and information regarding the sale, marketing and distribution of the Contract Products in the Territory on a regular basis, as reasonably requested by COMPANY.3.3 The Distributor shall not make any representations, warranties or guarantees with respect to the Contract Products other than those provided by COMPANY.3.4 The Distributor shall comply with all applicable laws and regulations in the Territory with respect to the sale, marketing and distribution of the Contract Products.Article 4【 Rights and Obligations of COMPANY 】4.1 COMPANY shall provide the Distributor with reasonable technical assistance and support in connection with the sale, marketing and distribution of the Contract Products in the Territory.4.2 COMPANY shall provide the Distributor with reasonable notice of any changes to the Contract Products or any new products to be introduced by COMPANY in the Territory.4.3 COMPANY shall use its best efforts to ensure that the Contract Products are of good quality and meet the specifications set forth in this Agreement.Article 5【 Pricing and Payment 】5.1 The prices of the Contract Products sold by the Distributor to customers in the Territory shall be determined by the Distributor, subject to the pricing guidelines provided by COMPANY.5.2 The Distributor shall pay COMPANY the purchase price for the Contract Products ordered by the Distributor within the time period specified by COMPANY.5.3 COMPANY shall invoice the Distributor for the Contract Products ordered by the Distributor and the Distributor shall pay such invoice within the time period specified by COMPANY.Article 6【 Term and Termination 】6.1 This Agreement shall commence on the Effective Date and shall continue for a period of ( ) years, unless terminated earlier in accordance with the provisions of this Agreement.6.2 Either party may terminate this Agreement upon ( ) days written notice to the other party in the event of a material breach of this Agreement by the other party.6.3 Upon termination of this Agreement, the Distributor shall immediately cease all use of the COMPANY name and trademarks and shall return to COMPANY (or destroy at COMPANY's option) all promotional materials, advertising, and other materials provided by COMPANY.6.4 Termination of this Agreement shall not relieve either party of any obligation or liability accrued prior to such termination.Article 7【 Confidentiality 】7.1 The Distributor shall keep confidential and shall not disclose to any third party any information designated as confidential by COMPANY, including but not limited to technical information, product designs, pricing information, customer lists, and other business information of COMPANY.7.2 The Distributor shall use such confidential information solely for the purpose of performing its obligations under this Agreement.Article 8【 Indemnification 】8.1 The Distributor shall indemnify and hold harmless COMPANY and its officers, directors, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to the Distributor's sale, marketing or distribution of the Contract Products in the Territory.8.2 COMPANY shall indemnify and hold harmless the Distributor and its officers, directors, employees and agents from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to any defect in the Contract Products which is caused solely by the negligence or willful misconduct of COMPANY.Article 9【 Governing Law and Jurisdiction 】9.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea.9.2 Any dispute arising out of or in connection with this Agreement shall be exclusively submitted to the Seoul Central District Court.Article 10【 Miscellaneous 】10.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, or representations by or between the parties, oral or written.10.2 This Agreement may not be amended or modified except in writing executed by both parties.10.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.10.4 No waiver of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach.10.5 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.10.6 The headings in this Agreement are for convenience only and shall not affect its interpretation.10.7 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.COMPANY:DISTRIBUTOR:By: By: Name: Name: Title: Title: Date: Date: (Seal) ( ) (