Unassociated Document


    Distributorship
Agreement

     

    This
Distributorship  agreement (hereinafter referred to as the
“Agreement”) shall be made and entered into on  February 17,  2010 by
and between TENGA  Co., Ltd. (hereinafter referred to as the
“Seller”),  NID Bldg. 3F, 1-29-3 , Honcho, Nakano-ku, Tokyo, Japan
164-0012, and OneUp
Innovations, Inc.   (hereinafter referred to as the “
Distributor”), 2745
Bankers Industrial Drive, Atlanta, GA 30360, U.S.A.

     

    The
Seller and Distributor desire to sell, market, promote and distribute the
products of the Seller in the defined territory consisting of the United States
of America; thus, the parties hereto enter into an exclusive
Distributor agreement according to the terms and conditions stipulated
herein.

     

    1. This
Agreement is effective for three (3) years commencing from the day of the
Agreement through February 17th, 2013.

     

    2. This
Agreement shall be renewed and extended for an additional one (1) year term upon
consultation and acceptance by and between both parties.

     

    3.
Prices

     

    Unit
prices are EXW Tokyo.   Purchase   prices of
the products shall be determined by mutual consent in writing under the pricing
schedule provided to Distributor by Seller.

     

    4.
Minimum Purchase Amount

     

    The
Distributor will use its best efforts to sell and promote sellers complete
product line in defined territory.  Distributor agrees to purchase an
estimated minimum amount in the first year within a range of 200,000,000 Yen to
300,000,000 Yen

     

    The
second year estimated annual purchase amount will be within a range of
400,000,000 Yen to 600,000,000 Yen

     

    Estimated
annual target for the third year will be 900,000,000 to 1,000,000,000
Yen

     

    5. Method
of payment

     

    The
Distributor will wire 100% of order total in Japanese Yen immediately upon
notification of readiness of shipment.

     

    6.
Delivery

     

    Delivery
of the products at distributor’s warehouse will be within seventy (70) days
after the Seller confirms the purchase order.

     

    7. The
Distributor shall purchase product liability insurance with coverage against
personal and property damage in an amount of 2,000,000 US dollars
or more and immediately provide the Seller with a copy of the policy attesting
to its purchase; the policy must include the Seller as an additional insured
party. However seller shall indemnify and hold harmless the distributor for any
and all claims associated with any product liability claims including but not
limited to personal or property damage due to negligence of seller which is out
of the control of distributor.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    9. The
trademarks used on the products, patents, and all intellectual property rights
pertaining to sales promotion of the products (hereinafter referred to as
“intellectual property rights”) are all exclusive properties of the Seller; the
Distributor will not practically or legally object to the ownership of the
rights;

     

    10. The
Seller retains all proprietary rights pertaining to http://www.tenga-(country).com
; the Distributor is authorized to use the URL only for the term of the
Agreement.

     

    11. The
Distributor will discontinue the use of http://www.tenga-(country).com
after expiration of the Agreement.

     

    12. The
Distributor must not, without written approval from the Seller, manufacture or
sell cloned or copied products.

     

    13.
Termination of the Agreement

     

    The
Seller and/or the Distributor may, with thirty (30) days notice, terminate
this Agreement in the event either party fails to fulfill the conditions stated
in this agreement.

     

    14.
Seller hereby warrants that all goods shipped by Seller to Distributor will be
in full compliance with all U.S. laws and regulations. Furthermore Seller
recognizes that it is solely the responsibility of the Seller to research and
maintain compliance of the entire offering produced by Seller.

     

    15.
Warranty Statement

     

    The
Sellers products are guaranteed to be free from defects in material and/or
workmanship and to perform as advertised when properly used, and maintained in
accordance with written instructions. Should any part(s) prove defective within
one year from date of purchase, Seller will replace defective products F.O.B.
distributors factory, or branch, without charge on the next scheduled shipment
from Seller, and/or provide a credit on the next invoice for the
returned products provided the defective part(s) is returned to
Distributors factory and if requested returned freight pre-paid by Seller to
location of Sellers choice.

     

    IN
WITNESS WHEREOF, the parties hereto have executed two originals of this
Agreement on the day and year above written, affixing their signatures thereto
and retaining one each.

     

    


     

    
      
        
          
            
              
                	
                        TENGA
      Co, Ltd.          

                      	 
      	
                        OneUp
      Innovations, Inc.

                      
	 	 	 
	
                        Name:         Tsutomu
      Matsuura

                      	 	
                        Name:
      Michael
      Kane

                      
	 	 	 
	
                        Signature:  /s/
      TsutomuMatsuura

                      	 
      	
                        Signature:  /s/ Michael
      Kane

                      
	 	 	 
	
                        Title:           President
      

                      	 
      	      
                        Title:       Business Development
      

                      
	 	 	 
	
                        Date:          February 17th,
      2010     

                      	 
      	
                        Date:
      February 17th,
      2010