World Moto, Inc.: Exhibit 10.8 - Filed by newsfilecorp.com





EXHIBIT 10.8 

DISTRIBUTOR AGREEMENT 

     THIS AGREEMENT is made this 19th
day of December, 2012, by and between World Moto Inc., with its principle place
of business located in Bangkok, Thailand (the "Company") and Lucky Distributors,
with its principle place of business located at 1777/0 Sukhumwit 107T.
Sumrong-Nua, A. Muang Samut Prakan 10270, Thailand (the "Distributor"). 

     NOW, THEREFORE, in consideration
of the promises hereinafter made by the parties hereto, it is agreed as follows:


I. ARTICLE

APPOINTMENT OF DISTRIBUTORSHIP 

     1. Distribution Right. The
Company hereby appoints and grants Distributor the non-exclusive and
non-assignable right to sell the equipment of the Company ("Equipment") listed
in the then current "Price List" (Exhibit "A" attached hereto) [omitted]. 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
("Territory") set forth in Exhibit "B" attached hereto. 

     2. Prices. All prices
stated are FOB the Company's offices in Thailand. Prices do not include
transportation costs which shall be borne by Distributor. Prices 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. 

     3. Terms. Terms are net
cash upon delivery, except where satisfactory credit is established in which
case terms are net thirty (30) days from date of delivery. The Company reserves
the right to revoke any credit extended at the Company's sole discretion.
Distributor agrees to pay such invoices when due regardless of other scheduled
deliveries. Invoices not paid within thirty (30) days of the invoice date will
have one and one half percent (1-1/2%) per month finance charge assessed against
the unpaid balance from the date of invoice until the date of payment. 

     4. Title to Equipment. The
Company hereby reserves a purchase money security interest in each unit of
Equipment sold or to be sold under this Agreement and in the proceeds thereof,
if Distributor shall have sold or leased a unit(s) to another party prior to
Distributor paying Company the purchase price for such Unit as set forth herein,
in the amount of such unit's purchase price. These interests will be satisfied
by payment in full. A copy of this Agreement may be filed with the appropriate
authorities at any time after the signature by the Company as a financing
statement in order to perfect the Company's security interest. On the request of
the Company, Distributor shall execute financing statement(s) and other
instruments the Company shall desire to perfect a security interest in the
Equipment for its purchase price. Title to the Equipment shall pass to
Distributor upon receipt by the Company of payment in full for all amounts due
for such units of Equipment. 

     5. Competitive Equipment.
Distributor agrees not to represent or sell other products which are deemed to
be competitive with the Company's Equipment unless agreed to by the Company by
written notice. 

II. ARTICLE II 

MARKETING AND SUPPORT 

     1. Sales. Distributor
shall use its best efforts to promote the sale and distribution of the Equipment
and to provide adequate support, which efforts shall include the following: 

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

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




          (c)
Undertake promotional campaigns and canvas prospective users to stimulate the
sales of Equipment; 

          (d)
Upon being given notice by Company of this forecasting requirement, provide
Company with forecasts every month of its probability requirements for the next
six months for Equipment and accessories, such forecasts to be in such manner
and on forms to be specified by Company and agreed to by Distributor. 

     2. Advertising. Company
shall, upon request, assist the Distributor on all advertising, sales promotion,
and public relations campaigns to be conducted, including providing Distributor
with documentation of previous promotional campaigns conducted in connection
with the Equipment, and shall provide necessary technical information and
assistance. 

     3. 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. 

III. ARTICLE III 

DELIVERY 

     1. Purchase Orders.
Distributor shall order Equipment by written notice to Company. Each order shall
specify the number of units to be shipped, the type of units to be shipped (as
identified by Company model number designations indicated in the Price List)
including all optional features, the desired method of shipment and the
installation site. Company shall indicate its acceptance of such release by
returning a signed copy to Distributor. Company agrees to ship units to
Distributor as close as possible to the delivery schedule set forth in each
order as accepted by Company, unless Company otherwise indicates in writing.
Company shall not be required to honor any release which: (a) specifies a
shipping date earlier than Company's then current delivery schedule for the date
such release is received by Company and/or (b) specifies a quantity to be
delivered in any one month within the current delivery schedule which is greater
than one hundred percent (100%) of the total quantity shipped in the preceding
sixty (60) day period. 

     2. Equipment Acceptance.
The criterion for acceptance of Company Equipment by Distributor shall be the
successful operation of the Equipment using Company's standard test procedures
and diagnostic test programs applicable to the Equipment involved. 

     3. Shipment. All shipments
of Equipment shall be made FOB Company's plant and liability for loss or damage
in transit, or thereafter, shall pass to Distributor upon Company's delivery of
Equipment 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. 

     4. Delay. Distributor may
delay for a period of thirty (30) days upon giving the Company written notice at
least fifteen (15) days prior to the scheduled delivery date. In the event
distributor delays delivery for more than thirty (30) days with notification as
set forth above, or for a period of more than five (5) days written notice,
Distributor shall pay to Company, as a service charge, an amount equal to
1/360th of twenty five percent (25%) of the Purchase Price for each day of such
delay to be computed from the first day of such delay through the termination of
such delay. 

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






	Number of Days Prior to Scheduled Date of Shipment 
that
      Notice of Cancellation is Received by Company: 	Cancellation Charges Expressed as a Percentage
      of 
Purchase Price: 
	0-5 days 	75% 
	5-15 days 	65% 
	16-30 days 	45% 
	31 days or more 	0% 



IV. ARTICLE IV 

PROPRIETARY RIGHTS 

     1. Use of Company Name.
Company expressly prohibits any direct or indirect use, reference to, or other
employment of its name, trademarks, or trade name exclusively licensed to
Company, except as specified in this Agreement or as expressly authorized by
Company in writing. All advertising and other promotional material will be
submitted to Company at least two weeks in advance and will only be used if
Company consents thereto, which consent shall not be unreasonably withheld.
Company hereby authorizes and requires Distributor's use of the Company's
insignia or lettering which will be on the products at the time of the delivery.
Company hereby authorizes the Distributor's use of the legend set forth below.
The Company shall submit to the Distributor in writing full particulars prior to
any use of the authorized legends, on stationery, invoices, promotion material
or otherwise, and shall not proceed with such use unless and until the Company's
written approval shall have been received. 

     Authorized legend shall be the
following: 

     Moto-Meter 

If the authorized legend is used on any stationery, invoices,
promotion material or otherwise by Distributor, Distributor will, on termination
of this, or upon request of Company, discontinue the use of such legend on any
stationery, invoices, promotion material or otherwise and thereafter will not
use, either directly or indirectly in connection with its business, such legend
or any other names, titles of expressions so nearly resembling the same as would
likely lead to confusion or uncertainty, or to deceive the public. 

     2. Patent Indemnity.
Company agrees, at its own expense, to indemnify, defend and hold harmless each
Distributor and its customers from and against every expense, damage, cost and
loss (including attorneys' fees incurred) and to satisfy all judgments and
decrees resulting from a claim, suit or proceeding insofar as it is based upon
an allegation that the Equipment or any part thereof furnished by Company or any
process which is practiced in the customary use of the Equipment is or has been
infringing upon any patent, copyright or proprietary right, if Company is
notified promptly of such claim in writing and given authority, and full and
proper information and assistance (at Company's expense) for the defense of
same. In case the Equipment, or any part thereof, in such suit is held to
constitute an infringement and the use of said Equipment or part is enjoined,
Company shall, in its sole discretion and at its own expense, either procure for
the indemnitee the right to continue using said Equipment or part or replace or
modify the same with nonperformance or capacity or affect its compatibility with
the hardware or firmware comprising the Equipment or the software utilized
thereon. 

     3. Drawings and Data. The
Company normally supplies all necessary data for the proper installation, test,
operation and maintenance of its Equipment. Portions of this data are
proprietary in nature and will be so marked. The Distributor agrees to abide by
the terms of such markings and to be liable for all loss or damage incurred by
the Company as a result of the improper or unauthorized use of such data. The
Company retains for itself all proprietary rights in and to all designs,
engineering details, and other data pertaining to any Equipment specified in the
contract and to all discoveries inventions, patent rights, etc., arising out of
work done in connection with the contract and to any and all Equipment developed
as a result thereof, including the sole right to manufacture any and all such
products. The Distributor shall not contact the Company's suppliers, or any
other person, for the purpose of manufacture. 

     4. Title to Products and
Documentation Package. Distributor acknowledges that the Equipment and
documentation listed in Schedule 1 are the property of Company, and that the
products are being made available to Distributor in confidence and solely on the
basis of its confidential relationship to Company, Distributor agrees not to
print, copy, provide or otherwise make available, in whole or in part, any
portion of an original or modified Equipment Documentation Package or related
materials. 




V. ARTICLE V 

WARRANTY 

     1. Equipment Warranty.
Company warrants that Distributor shall acquire Equipment purchased hereunder
free and clear of all liens and encumbrances except for Company's purchase money
security interest defined in Articles I, 4, above. Company further warrants all
Equipment to be free from defects in material or workmanship under normal use
and service for a period of [e.g., three hundred sixty (360) days] from the date
of delivery. All repair covered by this warranty must be done at Company's
factory, or other such warranty repair facilities of Company as designated by
Company unless Company specifically directs that this service be performed at
another location. Any defect corrected within three hundred sixty (360) days and
found to be within this scope of the warranty will be repaired by Company and
all charges for labor and material, will be borne by Company. If it is
determined that either no fault exists in Company, or the damage to be repaired
was caused by negligence of Distributor, its agents, employees or customers,
Distributor agrees to pay all charges associated with each such repair. THIS
CONSTITUTES THE SOLE WARRANTY MADE BY COMPANY EITHER EXPRESSED OR IMPLIED. THERE
ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE
HEREOF, HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES AND DISTRIBUTOR'S REMEDIES SHALL BE LIMITED TO REPAIR
OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS. 

     2. Misuse of Equipment.
Any tampering, misuse or negligence in handling or use of Equipment renders the
warranty void. Further, the warranty is void if, at any time, Distributor
attempts to make any internal changes to any of the components of the Equipment;
if at any time the power supplied to any part of the Equipment exceeds the rated
tolerance; if any external device attached by Distributor creates conditions
exceeding the tolerance of the Equipment; or if any time the serial number plate
is removed or defaced. OPERATION OF THE EQUIPMENT THAT RENDERS THIS WARRANTY
VOID WILL BE DEFINED TO INCLUDE ALL OF THE POSSIBILITIES DESCRIBED IN THIS
PARAGRAPH, TOGETHER WITH ANY PRACTICE WHICH RESULTS IN CONDITIONS EXCEEDING THE
DESIGN TOLERANCE OF THE EQUIPMENT. 

VI. ARTICLE VI 

SPARES 

     1. Availability. Spares,
as used herein, shall be defined as Company's standard sub assemblies and parts
used to fabricate and/or repair the Equipment manufactured by the Company.
Company shall make spares for purchase by Distributor for a period of not less
than five (5) years after shipment of the last unit to Distributor hereunder.
Such spares will be available to Distributor at prices, terms and conditions in
effect at the time such spares are purchased. No provision in this Paragraph, or
in any other part of this Agreement, shall relieve Distributor of Distributor's
responsibility to stock spares. Distributor is expected to maintain an adequate
inventory of spares to support the Equipment purchased hereunder. 

VII. ARTICLE VII 

DURATION OF AGREEMENT 

     1. Term. The term of this
Agreement shall be for five years from the date hereof, unless sooner
terminated. Termination shall not relieve either party of obligations incurred
prior thereto. 

     2. Termination. This
Agreement may be terminated only: 

     (a) By either party for
substantial breach of any material provision of this Agreement by the other,
provided due notice has been given to the other of the alleged breach and such
other party has not cured the breach within thirty (30) days thereof; or 

     (b) By the Company if: there is
an unacceptable change in the control or management of the Distributor; if the
Distributor ceases to function as a going concern or makes an assignment for the
benefit of creditors; if a petition in bankruptcy is filed by or against the
Distributor, resulting in an adjudication of bankruptcy; or, if the Distributor
fails to pay its debts as they become due and provided due
notice has been given by the Company to the Distributor and the Distributor has
not cured such breach within thirty (30) days thereof; 




     (c) By Company any time after the
end of the third year of this Agreement, upon the Company giving the Distributor
ninety (90) days advanced written notice of its intention to so terminate; 

     (d) Upon termination of this
Agreement all further rights and obligations of the parties shall cease, except
that Distributor shall not be relieved of (i) its obligation to pay any monies
due, or to become due, as of or after the date of termination, and (ii) any
other obligation set forth in this Agreement which is to take effect after the
date of termination. Distributor shall have the right to continue to purchase
spare parts in accordance with Article VI. 

VIII. ARTICLE VIII 

NOTICES 

     1. Notice or
Communication. Any notice or communication required or permitted hereunder
(other than Administrative Notice) shall be in writing and shall be sent by
registered mail, return receipt requested, postage prepaid and addressed to the
addresses set forth below or to such changed address as any party entitled to
notice shall have communicated in writing to the other party. Notices and
communications to Company shall be sent to: 

	 	World Moto, Inc. 
	 	1777 Moo 6 Soi Sukhumvit 107 
	 	Sukhumvit Road, North Sumrong, 
	 	Amphur Muang, Samut Prakan, 
	 	Bangkok, Thailand 
	 	10270 


Notices and communications to Distributor shall be sent to
address shown on first page of this Agreement. Any notices or communications to
either party hereunder shall be deemed to have been given when deposited in the
mail, addressed to the then current address of such party. 

     2. Date of Effectiveness.
Any such notice or communication so mailed shall be deemed delivered and
effective 6 working days after mailing thereof by priority express postal
courier, where a working day is to be considered based on the normal schedule of
the postal service at the location of the recipient of the communication. 




IX. ARTICLE IX 

GENERAL PROVISIONS 

     1. Relationship of
Parties. 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 fulfillment of any condition not herein contained, or to any
contract or obligation, expressed or implied. 

     2. 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. 

     3. Indemnity. The
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. 

     4. 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.


     5. Entire Agreement. The
entire Agreement between the Company and the Distributor covering the Equipment
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. 

     6. Applicable Law. This
Agreement shall be governed by the laws of the State of Nevada and is accepted
by Company at its Corporate Office at 1777 Moo 6 Soi Sukhumvit 107, Tambon North
Sumrong, Ampur Muang, Samut Prakan, 10270 Thailand. All payments hereunder shall
be made at Company's offices at 1777 Moo 6 Soi Sukhumvit 107, Tambon North
Sumrong, Ampur Muang, Samut Prakan, 10270 Thailand. Company's rights granted
hereby are cumulative and in addition to any rights it may have at law or
equity. 

     7. Separate Provisions. If
any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall in no way be affected or impaired thereby. 




IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers as of 

the date and year indicated above. 

 

 

World Moto Inc. 

By: /s/ Paul Giles 

(President, World Moto, Inc.) 

 

 

DISTRIBUTOR 

By: /s/ Bangon Noithong 

(Authorized Officer, Lucky Distributors)