Exhibit 10.7


EXCLUSIVE DISTRIBUTION AGREEMENT


                    This
EXCLUSIVE DISTRIBUTION AGREEMENT (“Agreement”) is entered as of November 1,
2009 (the “Effective Date”) between Techtronic Industries Co., Ltd., a Hong
Kong corporation with offices located at 24/F CDW Building, 388 Castle Peak
Road, Tsuen Wan, Hong Kong (“Distributor”), and
Green Earth Technologies, Inc., a Delaware corporation with offices located at
3 Stamford Landing, Suite 200, Stamford, CT 06902 (“Supplier”) (Distributor and
Supplier are referred to in this Agreement collectively as the “Parties,” and
individually as a “Party”). 


WITNESSETH:


WHEREAS
Supplier (i) owns certain intellectual property related to the use of base oils
derived in whole or part from animal fats and plant oils and (ii) sources,
manufactures, markets and/or distributes certain products incorporating said
base oils; and 


WHEREAS
Distributor and its Affiliates have expertise in sourcing, manufacturing,
marketing and distributing a broad range of consumer products, including
gasoline-powered products for which Supplier’s products may have valuable
applications; and 


WHEREAS
Supplier considers the sale of Supplier’s products through an exclusive
distributor to be a strategically advantageous marketing strategy; and 


WHEREAS,
Distributor is interested in acquiring certain exclusive rights to distribute
Supplier’s products; and 


WHEREAS, the
Parties desire to formalize their relationship in a binding agreement. 


NOW,
THEREFORE, as consideration for the terms and conditions set forth below,
Distributor and Supplier agree as follows: 


ARTICLE 1


DEFINITIONS


For purposes
of this Agreement, the following definitions shall apply: 


“G.E.T.
Technology” shall mean all intellectual property rights conceived, developed,
owned and/or licensed by or for Supplier, its owners, and/or Affiliates now or
in the future which is related to the use of base oils derived in whole or part
from animal fats and/or plant oils, including, without limitation, all
intellectual property identified in the list annexed hereto as “Exhibit A”. 





“G.E.T.
Products” shall mean all products sourced, manufactured, marketed and/or
distributed by or for Supplier, and all products incorporating G.E.T.
Technology, including but not limited to all products identified in the list
annexed hereto as “Exhibit B”. 

“Affiliate” shall mean, as to any person or
entity, any other entity that, directly or indirectly, controls, is controlled
by or is under common control with such entity; provided, however, that (i) “Affiliates” of Supplier shall
not include Distributor or its subsidiaries, and (ii) “Affiliates” of
Distributor shall not include Supplier or its subsidiaries. 


“Control”
shall mean, with respect to any entity, the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such entity, whether through the ownership of voting securities (or other
ownership interest), by contract or otherwise. 


“Trademarks”
shall mean all trademarks and trade names owned and/or licensed by or for
Supplier, its owners, and/or Affiliates now or in the future used in connection
with the marketing, advertising, promotion, distribution or sale of G.E.T.
Products. 


ARTICLE 2


TERM


Section 2.1 Term.
The initial term of this Agreement will commence on the Effective Date, and
will expire on December 31, 2014 (the “Term”). 


Section 2.2 Renewal.
The Term will automatically renew for successive five (5) year periods, unless
either Party provides the other Party with written notice of non-renewal at
least one (1) year prior to the expiration of the then current Term. 


ARTICLE 3


DISTRIBUTORSHIP


Section 3.1 Non-Exclusive Distributorship
Rights. Supplier hereby grants to Distributor a
non-exclusive worldwide right to distribute all G.E.T. Products (automotive and
non-automotive) through all channels of distribution, except that Distributor
shall have exclusive rights with respect to certain products and channels of
distribution, as provided below. 


Section 3.2 Exclusive Distributorship Rights.
Supplier hereby grants to Distributor an exclusive worldwide right to
distribute non-automotive G.E.T. Products through the following marketing
channels (except Walmart and Target): 


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 all types of
 “big box” retailers with an average of at least 40,000 square feet per store,
 including without limitation do-it-yourself home center chains stores such as
 Home Depot and Lowe’s, mass marketing retail outlets (including but not
 limited to “clubs” such as COSTCO and SAM’s CLUB, and general merchandisers);
 and 

 













	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 specific
 retailers identified in the list annexed to this Agreement as Exhibit C, as
 said list may be amended from time to time; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 all
 marketing channels with respect to any new non-automotive G.E.T. Products,
 except as expressly agreed in writing by Distributor. 

 



Section 3.3 Continuing Distribution Rights.
All of Distributor’s exclusive and non-exclusive distribution rights shall
continue through the Term and, with respect to any G.E.T. Products, while those
products continue to be marketed by Distributor, on a non-exclusive basis for a
period of one year after the end of the Term. 


ARTICLE 4


MARKETING


Section 4.1 Cooperation.
Distributor and Supplier will work together to devise mutually beneficial
marketing strategies and campaigns. 


Section 4.2 Advertising.
Supplier hereby authorizes Distributor to use the Trademarks on or in
connection with the marketing, advertising, promotion, distribution or sale of
G.E.T. Products that are subject to this Agreement. All such use shall be in
accordance with such trademark usage standards as may be established or applied
by Supplier and communicated to Distributor in writing from time to time, and
Supplier shall have the authority to determine whether any particular usage is
consistent with its usage standards. At Supplier’s request, any usage
reasonably found to be inconsistent with Supplier’s usage standards will be
promptly corrected on a running change basis. Distributor will, upon request,
make samples of all usage and plans for future usage of the Trademarks
available to Supplier. Notwithstanding the foregoing, Supplier expressly
authorizes Distributor to market G.E.T. Products together with Distributor’s
other products, and to display Distributor’s own trademarks on or in connection
with such jointly marketed products. 


ARTICLE 5


MINIMUM PURCHASE VOLUME


Section 5.1 Minimum Purchase Volume.
If Distributor’s purchases of G.E.T. Products fall below Fifteen Million U.S.
Dollars (US$15,000,000.00) during any calendar year following December of 2010,
and such failure is not due to Supplier’s inability to timely fill reasonably
forecasted orders, then (a) Supplier may change Distributor’s exclusive
distribution rights under this Agreement to thereafter be non-exclusive
effective upon 90 days prior written notice to Distributor , unless (i)
Distributor has purchased an aggregate amount of G.E.T. Products at least equal
to the shortfall during the calendar year following the shortfall and before
the end of the 90-day notice period, or (ii) Distributor’s failure to do so is
due to Supplier’s inability to timely fill reasonably forecasted orders; and/or
(b) Supplier may terminate this Agreement upon twelve months prior written
notice to Distributor, unless (i) Distributor has purchased an aggregate amount
of G.E.T. Products during the calendar year following the shortfall at least
equal to the sum of Fifteen Million U.S. Dollars (US$15,000,000.00) plus such
shortfall or (ii) Distributor’s failure to do so is due to Supplier’s inability
to timely fill reasonably forecasted. 





ARTICLE 6


FORCE MAJEURE


Section 6.1 Force Majeure.
If and to the extent that either Party’s compliance with the terms of this
Agreement is prevented directly by fire, flood, earthquake, elements of nature
or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or
revolutions, or any other similar cause beyond its reasonable control (each, a
“Force Majeure Event”), and such non performance or delay could not have been
prevented by reasonable precautions undertaken by such Party prior to the
occurrence of the Force Majeure Event, then such deficiency shall not
constitute grounds for termination of this Agreement or convert Distributor’s
exclusive distribution rights under this Agreement to non-exclusive rights,
unless such non-performance or delay continues for more than six (6)
consecutive months, in which event the deficiency shall be calculated on a
pro-rata basis, without reference to the first six months of the deficiency. 


ARTICLE 7


PRICING


Section 7.1 Pricing.
During the Term, Supplier will not increase the prices for the G.E.T. Products
without the prior written agreement of Distributor, which shall not be
unreasonably withheld. It is understood and acknowledged that fluctuating
exchange rates, transportation and commodity prices may occasionally
necessitate price changes. In all cases, Supplier will assure that Distributor
receives pricing and terms no less favorable than any third party that
purchases or is entitled to purchase similar G.E.T. Products from Supplier or
any other authorized source. 


ARTICLE 8


CONFIDENTIALITY


Section 8.1 Confidential Information.
For purposes of this Agreement, “Confidential Information” shall mean all
information and documentation of Distributor or its Affiliates, and Supplier or
its Affiliates, respectively, whether disclosed to or accessed by Distributor
or its Affiliates or Supplier or its Affiliates in connection with this
Agreement, that is (i) identified in writing as “confidential” at the time of
disclosure, (ii) disclosed orally and identified at the time of disclosure as
“confidential,” or (iii) known by the receiving Party to be treated by the
disclosing Party as confidential or proprietary. “Confidential Information”
shall include, without limitation, (a) information that the disclosing Party
receives from a third party (including vendors, licensors, customers and
Affiliates) and holds subject to an obligation of confidentiality, (b) the
terms of this Agreement, (c) any information developed by reference to or use
of information of Distributor or its Affiliates, or Supplier or its Affiliates,
(d) training and operating procedures and manuals, customer lists and pricing
information, and (e) any information which a reasonable person would believe to
be the confidential information of the other Party; provided, that except to the extent otherwise provided by
law, the term “Confidential Information” shall not include information that (A)
is independently developed by the recipient, as demonstrated by the recipient’s
written records, without violating the disclosing Party’s proprietary rights,
(B) is or becomes publicly known (other than through disclosure by the
recipient that was not authorized by the disclosing Party), (C) is already
known by the recipient at the time of 





disclosure, as
demonstrated by the recipient’s written records, and the recipient has no
obligation of confidentiality as to such information, or (D) is rightfully
received by a Party free of any obligation of confidentiality (provided, that
(x) such recipient has no knowledge that such information is subject to a
confidentiality agreement, and (y) such information is not of a type or
character that a reasonable person would have regarded it as confidential). 


Section 8.2 General Obligations.
All Confidential Information relating to or obtained from Distributor or its
Affiliates or Supplier or its Affiliates shall be held in confidence by the
recipient to the same extent and in at least the same manner as the recipient
protects its own confidential information, and in any event using at least a
reasonable standard of care. Neither Distributor or its Affiliates nor Supplier
or its Affiliates shall disclose, publish, release, transfer or otherwise make
available Confidential Information of, or obtained from, the other in any form
to, or for the use or benefit of, any person or entity without the disclosing
Party’s consent. Each of Distributor and its Affiliates and Supplier and its
Affiliates shall, however, be permitted to disclose relevant aspects of the
other’s Confidential Information to its officers, directors, agents,
professional advisors, contractors, subcontractors and employees and to the
officers, directors, agents, professional advisors, contractors, subcontractors
and employees of its Affiliates, to the extent such disclosure is not
restricted under any other agreements between the Parties, but only to the
extent that such disclosure is reasonably necessary for the performance of its
duties and obligations or the determination, preservation or exercise of its rights
and remedies under this Agreement; provided, that the recipient shall take
reasonable measures to ensure that Confidential Information of the disclosing
Party is not disclosed or duplicated in contravention of the provisions of this
Agreement by such officers, directors, agents, professional advisors,
contractors, subcontractors and employees. Neither Distributor nor its
Affiliates nor Supplier nor its Affiliates shall use the Confidential
Information of the other Party for any purpose or reason other than the pursuit
of sales contemplated under this Agreement. The obligations in this Article 8
shall not restrict any disclosure pursuant to any law or disclosure to any
governmental authority (provided that the recipient shall give prompt notice to
the disclosing Party of any order or request for disclosure from such
governmental authority and use reasonable efforts to allow the disclosing Party
a reasonable period of time to respond to such order or request). 


Section 8.3 Judicial Process.
If either Party receives a subpoena or other validly issued regulatory,
administrative or judicial process demanding Confidential Information of the
other Party, that Party must use reasonable and diligent efforts to promptly
notify the other Party and tender to it the defense of that demand. Unless the
demand has been timely limited, quashed or extended, Distributor and/or
Supplier will thereafter be entitled to comply with such demand to the extent
required by law. If requested by the disclosing Party, the Party receiving the
subpoena or other demand for disclosure will cooperate (at the expense of the
other Party) in the defense of a demand. 


Section 8.4 Unauthorized Acts.
Without limiting either Party’s rights in respect of a breach of this Article
8, each Party shall: 


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 promptly
 notify the other Party of any unauthorized possession, use or knowledge, or
 attempt thereof, of the other Party’s Confidential Information by any person
 or entity that may become known to such Party; 

 













	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 promptly
 furnish to the other Party full details of the unauthorized possession, use
 or knowledge, or attempt thereof, and assist the other Party in investigating
 or preventing the recurrence of any unauthorized possession, use or
 knowledge, or attempt thereof, of Confidential Information; 

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 cooperate
 with the other Party at the other Party’s expense in any litigation and
 investigation against third parties deemed necessary by the other Party to
 protect its proprietary rights; and, 

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 promptly use
 its commercially reasonable efforts to prevent a recurrence of any such
 unauthorized possession, use or knowledge, or attempt thereof, of
 Confidential Information. 

 



                    Except
as specifically set forth herein, each Party shall bear the costs and expenses
incurred by it as a result of compliance with this Section 8.4. 


Section 8.5 Publicity.
The Parties shall not advertise or otherwise make known to others any
information regarding this Agreement including, but not limited to, any payment
arrangements. Supplier further agrees not to use in any advertising or sales
promotion, press releases or other publicity matters, any endorsements, direct
or indirect quotes, or pictures implying endorsement by Distributor or
Distributor’s employees without prior written approval. Supplier shall submit
to Distributor for written approval, prior to publication, all publicity
matters that mention or display the name or marks of Distributor or contain
language from which a connection to Distributor’s name or marks may be inferred
or implied. 


ARTICLE 9


REPRESENTATIONS AND WARRANTIES


Section 9.1 By Distributor. Distributor
represents and warrants that: 


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 Distributor
 is a corporation duly incorporated, validly existing and in good standing
 under the laws of Hong Kong; 

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Distributor
 has all requisite corporate power and authority to execute, deliver and
 perform its obligations under this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 The
 execution, delivery and performance of this Agreement by Distributor has been
 duly authorized by all necessary corporate action on the part of Distributor;
 

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 This
 Agreement has been duly executed and delivered by Distributor and constitutes
 a valid and binding agreement of Distributor, enforceable against it in
 accordance with its terms; 

 
	
  

 	
  

 	
  

 
	
  

 	
 e)

 	
 Distributor
 is, or will be prior to the Commencement Date, to its knowledge, duly
 licensed, authorized or qualified to do business and is

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 in good
 standing in each jurisdiction in which a license, authorization or
 qualification is required for the ownership or leasing of its assets or the
 transaction of business of the character transacted by it, except where the
 failure to be so licensed, authorized or qualified would not have a material
 adverse effect on its ability to fulfill its obligations under this
 Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 f)

 	
 Distributor,
 to its knowledge, is in compliance with all laws and has obtained all
 applicable permits and licenses required of it in connection with its
 obligations under this Agreement, except where such non-compliance or failure
 to obtain such permits and licenses would not have a material adverse effect
 on its ability to fulfill its obligations under this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 g)

 	
 To the
 knowledge of Distributor, there is no outstanding litigation, arbitrated
 matter or other dispute to which Distributor or any of its Affiliates is a
 party which, if decided unfavorably to it, would reasonably be expected to
 have a material adverse effect on Distributor’s ability to fulfill its
 obligations under this Agreement; and, 

 
	
  

 	
  

 	
  

 
	
  

 	
 h)

 	
 Neither
 Distributor nor any of its Affiliates is a party to any contract, agreement,
 or similar understanding with any third party that would have a material
 adverse effect on Distributor’s ability to fulfill its obligations under this
 Agreement. 

 



Section 9.2 By Supplier.
Supplier represents and warrants that: 


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 Supplier is
 a corporation duly incorporated, validly existing and in good standing under
 the laws of the State of Delaware; 

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Supplier has
 all requisite corporate power and authority to execute, deliver and perform
 its obligations under this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Supplier has
 the right to grant Distributor the exclusive right to distribute the G.E.T.
 Products as specified in this Agreement 

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 The
 execution, delivery and performance of this Agreement by Supplier has been
 duly authorized by all necessary corporate action on the part of Supplier; 

 
	
  

 	
  

 	
  

 
	
  

 	
 e)

 	
 This
 Agreement has been duly executed and delivered by Supplier and constitutes a
 valid and binding agreement of Supplier, enforceable against it in accordance
 with its terms; 

 
	
  

 	
  

 	
  

 
	
  

 	
 f)

 	
 Supplier, to
 its knowledge, is duly licensed, authorized or qualified to do business and
 is in good standing in each jurisdiction in which a license, authorization or
 qualification is required for the ownership or leasing of its assets or the
 transaction of business of the character 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 transacted
 by it, except where the failure to be so licensed, authorized or qualified
 would not have a material adverse effect on its ability to fulfill its
 obligations under this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 g)

 	
 Supplier, to
 its knowledge, is in compliance with all laws and has obtained all applicable
 permits and licenses required of it in connection with its obligations under
 this Agreement, except where such non-compliance or failure to obtain such
 permits and licenses would not have a material adverse effect on its ability
 to fulfill its obligations under this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 h)

 	
 To the
 knowledge of Supplier, there is no outstanding litigation, arbitrated matter
 or other dispute to which Supplier or any Supplier Affiliate is a party
 which, if decided unfavorably to it, would reasonably be expected to have a
 material adverse effect on Supplier’s ability to fulfill its obligations
 under this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 i)

 	
 Neither
 Supplier nor any of its Affiliates is a party to any contract, agreement, or
 similar understanding with any third party that would have a material adverse
 effect on Supplier’s ability to fulfill its obligations under this Agreement;
 and, 

 
	
  

 	
  

 	
  

 
	
  

 	
 j)

 	
 To
 Supplier’s knowledge, no non-public fact or circumstance exists that would
 have a material adverse effect on the G.E.T. Products, the Trademarks or the
 image of Supplier or its Affiliates. 

 


ARTICLE 10


TERMINATION


Section 10.1 Termination by Distributor.
Distributor will have the right to terminate this Agreement as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 By mutual
 agreement of the parties; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Upon
 Supplier’s material breach of this Agreement if Supplier is unable to cure
 such breach within forty-five (45) days of receiving notice of the breach
 from Distributor or to develop a plan within said period that is reasonably
 calculated to cure same in a reasonable period of time, and to proceed
 diligently to accomplish the cure. 

 



Section 10.2 Termination by Supplier.
Supplier will have the right to terminate this Agreement as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 As specified
 in Section 5.1 for Distributor’s failure to meet the minimum purchase
 obligations; 

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 By mutual
 agreement of the parties; or 

 













	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Upon
 Distributor’s material breach of this Agreement if Distributor is unable to
 cure such breach within forty-five (45) days of receiving notice of the
 breach from Supplier, or to develop a plan within said period that is
 reasonably calculated to cure same in a reasonable period of time, and to
 proceed diligently to accomplish the cure.

 



Section 10.3 Termination for Change of
Control. Either Party may terminate this Agreement by
giving the other Party sixty (60) days’ notice of the termination if the other
Party or any of its Affiliates enters into an agreement that results in a
Change of Control of such other Party. Each Party shall give the other Party
notice of transactions subject to this provision, subject to confidentiality
obligations regarding such transactions. For purposes of this Agreement, “Change
of Control” shall mean the (i) combination or merger of a Party with or into
any entity pursuant to which the (A) members of the board of directors of such
Party immediately prior to such transaction constitute less than a majority of
the members of the board of directors of the surviving entity of such
combination or merger, or (B) stockholders of such Party immediately prior to
such transaction hold beneficial ownership (within the meaning of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended) of less than fifty percent
(50%) of the voting securities of the surviving entity of such combination or
merger entitled to vote generally in the election of directors, (ii) sale,
transfer or other disposition of all or substantially all of the assets of a
Party, or (iii) acquisition by any person or party, or affiliated group of
persons or parties, of beneficial ownership of voting securities of a Party
entitled to vote generally in the election of directors with a number of votes
in excess of twenty percent (20%) of the voting power of such Party. 


Section 10.4 Bankruptcy.
Either Party may terminate this Agreement by giving the other Party written
notice of the termination effective immediately upon receipt of such notice if:



	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 such other
 Party shall admit in writing its inability to, or be generally unable to, pay
 its debts as such debts become due; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 such other
 Party, shall: (i) apply for or consent to the appointment of, or the taking
 of possession by, a receiver, custodian, trustee, examiner or liquidator of
 itself or of all or a substantial part of its property or assets, (ii) make a
 general assignment for the benefit of its creditors, (iii) commence a
 voluntary case under the United States Bankruptcy Code, (iv) file a petition
 seeking to take advantage as a debtor of any other law relating to the filing
 of bankruptcy, insolvency, reorganization, liquidation, dissolution,
 arrangement or winding-up, or composition or readjustment of debts, (v) fail
 to controvert in a timely and appropriate manner, or acquiesce in writing to,
 any petition filed against it in an involuntary case under the United States
 Bankruptcy Code, or (vi) take any corporate, partnership or other action for
 the purpose of effecting any of the foregoing. 

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 a proceeding
 or case shall be commenced, without the application or consent of the other
 Party, in any court of competent jurisdiction, seeking (i) its
 reorganization, liquidation, dissolution, arrangement or 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 winding-up,
 or the composition or readjustment of its debts, (ii) the appointment of a
 receiver, custodian, trustee, examiner, liquidator or the like of such other
 Party or of all or any substantial part of its property or assets, or (iii)
 similar relief in respect of such other Party under any law relating to
 bankruptcy, insolvency, reorganization, winding-up, or composition or
 adjustment of debts, and such proceeding or case shall continue unchallenged,
 or an order, judgment or decree approving or ordering any of the foregoing
 shall be entered and continue unstayed and in effect, in either case for a
 period of thirty (30) or more days; or

 
	
  

 	
  

 	
  

 
	
  

 	
 d)

 	
 an order for
 relief against such other Party shall be entered in an involuntary case under
 the United States Bankruptcy Code and such order is not controverted within
 thirty (30) days of the date such order was entered against such Party. 

 



Section 10.5 Effect of Termination or
Expiration. Termination (whether for breach or
otherwise) or expiration of this Agreement will not terminate each Party’s obligations
pursuant to Article 8, Article 11, Article 12, Article 13, this Section 10.5 or
any other provisions of this Agreement that by their context are intended to
survive termination or expiration. Termination or expiration of this Agreement
will not terminate any other agreements between the Parties, unless otherwise
expressly specified in such agreements. 


ARTICLE 11


INDEMNITIES AND INSURANCE


Section 11.1 General Indemnity.
Except with respect to the matters which are the subject of Section 11.2,
Section 11.3, and Section 11.4 (with respect to which those applicable Sections
shall govern), each Party shall indemnify, defend, and hold the other Party and
its Affiliates harmless from all losses suffered by such Party and its
Affiliates as a result of third party claims which result from the indemnifying
Party’s acts or omissions under this Agreement, and any losses relating to any
actions taken by such indemnifying Party in connection with the development,
manufacturing, marketing, sale or delivery of the G.E.T. Products or any other
products and services, except to the extent such losses result from the gross
negligence of the indemnified Party. 


Section 11.2 Indemnity for Product Liability
and Unfair Trade Practices. Supplier shall indemnify,
defend, and hold Distributor, and Affiliates harmless from all losses suffered,
incurred or sustained by Distributor or any of its Affiliates or to which such
Distributor or any of its Affiliates becomes subject, resulting from, arising
out of or relating to any third party action, suit, proceeding or claim
alleging liability for the design or condition of a G.E.T. Product or any
exaggerated or false claim made by Supplier or made by Distributor in reliance
upon the representations of Supplier. 


Section
11.3 Indemnity for Infringement. Supplier shall
indemnify, defend, and hold Distributor, and Affiliates harmless from all
losses suffered, incurred or sustained by Distributor 







or any of its
Affiliates or to which such Distributor or any of its Affiliates becomes
subject, resulting from, arising out of or relating to any third party action,
suit, proceeding or claim alleging that use of the G.E.T. Technology or the
Trademarks in accordance with this Agreement infringes any proprietary rights
of any third party. Upon request, Supplier will provide Distributor with a
freedom to practice letter from a Patent Attorney approved in advance by
Distributor clearing any G.E.T. Product for sale in any territory designated by
Distributor. 


Section 11.4 Indemnity for Certain Employee
Claims. Supplier shall indemnify, defend and hold
Distributor and its Affiliates harmless from all losses suffered, incurred or
sustained by Distributor or any of its Affiliates or to which Distributor or
any of its Affiliates becomes subject, resulting from, arising out of or
relating to any action, suit, proceeding or claim, by an employee or agent of
Supplier or its Affiliates in the course of performing duties on behalf of
Supplier, against Distributor or any of its Affiliates, including any action,
suit, proceeding or claim for any salary, commission, bonus, employee benefit,
employee program or policy or similar remuneration or benefit from Distributor,
except to the extent that such liability is based upon the alleged negligence
or intentional wrongdoing of Distributor or any express promise or offer made
by Distributor to the individual, and is not predicated upon the individual’s
employment status. 


Section 11.5 Indemnification Procedures.
If any third party claim is commenced against a Party entitled to
indemnification under this Agreement (the “Indemnified Party”), notice thereof
shall be given to the Party that is obligated to provide indemnification (the “Indemnifying
Party”) as promptly as practicable. If, after such notice, the Indemnifying
Party shall acknowledge that this Agreement applies with respect to such claim,
then the Indemnifying Party shall be entitled, if it so elects, in a notice
promptly delivered to the Indemnified Party, but in no event less than five (5)
days prior to the date on which a response to such claim is due, to immediately
take control of the defense and investigation of such claim and to employ and
engage attorneys reasonably acceptable to the Indemnified Party to handle and
defend the same, at the Indemnifying Party’s sole cost and expense. The
Indemnified Party shall cooperate, at the cost of the Indemnifying Party, in
all reasonable respects with the Indemnifying Party and its attorneys in the
investigation, trial and defense of such claim and any appeal arising there
from; provided, that the Indemnified Party may, at the cost and expense of the
Indemnified Party, participate, through its attorneys or otherwise, in such investigation,
trial and defense of such claim and any appeal arising there from. If the
Indemnifying Party does not assume full control over the defense of a claim
subject to such defense as provided in this Section, the Indemnifying Party may
participate in such defense, at its sole cost and expense, and the Indemnified
Party shall have the right to defend the claim in such manner as it may deem
appropriate, at the cost and expense of the Indemnifying Party. No settlement
of a claim that involves a remedy other than the payment of money by the
Indemnifying Party shall be entered into by the Indemnifying Party without the
prior consent of the Indemnified Party. If the Indemnifying Party has assumed
the defense of a claim as set forth in this Section, the Indemnified Party
shall not enter into any settlement of such claim without the prior consent of
the Indemnifying Party, and the Indemnified Party shall provide reasonable
cooperation in the defense of same. 


Section 11.6 Insurance.
Supplier hereby agrees that it will at its sole expense obtain and keep in
force Comprehensive General Liability Insurance with a reputable insurance
company with an A.M. Best rating of “A” or better, including, but not limited
to, Products and completed 





operations
coverage of a combined single limit of two million US dollars (US$2,000,000)
for death, bodily injury and property damage. Such insurance shall be renewed
annually. The Supplier shall supply a copy of the insurance policy to
Distributor and provide Distributor on a yearly basis with a current
certificate of insurance, indicating that the insurance coverage is on an
occurrence basis (not claims made) and cannot be cancelled or materially
modified without at least thirty (30) days advance written notice to
Distributor. 


Section 11.7 Consequential Damages.
Neither Distributor or its Affiliates on the one hand, nor Supplier or its
Affiliates on the other shall be liable to the other for, nor will the measure
of damages include, any indirect, incidental, special or consequential damages
arising out of or relating to its performance or failure to perform under this
Agreement; provided, that this Section will not be construed to limit any
Indemnified Party’s right to recover under this Article 11 any such damages
that the Indemnified Party is obligated to pay to any third party. 


ARTICLE 12


 DISPUTE RESOLUTION 


Section 12.1 Required Mediation.


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 Except for
 the indemnification obligations with respect to third party claims as set
 forth in Article 11, in the event that any dispute arises under this
 Agreement that is not resolved between the Parties, either Party may elect to
 litigate such matters; provided, that neither Party shall be entitled to
 commence such litigation under this Agreement until after the mediation
 obligations in this Section 12.1 have been satisfied. Each Party shall cause
 each of its Affiliates to be bound by the provisions of this Article 12. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 Upon the
 delivery of written notice by either Party to the other of a request for
 mediation of a dispute under this Agreement, the Parties shall have ten (10)
 days to mutually agree upon a professional mediator to mediate the dispute.
 The mediation shall be held in Anderson, SC and shall be conducted for one
 (1) business day. Each Party shall bear its own costs, fees and expenses
 associated with such mediation, except that the Parties agree to split
 equally the costs and expenses of the mediator and the conduct of the
 mediation itself. 

 
	
  

 	
  

 	
  

 
	
  

 	
 c)

 	
 Nothing in
 this Section requires either party to engage in mediation before seeking
 interim injunctive relief. 

 
	
  

 	
  

 	
  

 



Section 12.2 Equitable Relief.
The Parties acknowledge and agree that either Party may seek specific
performance, injunctive or other equitable relief in connection with any breach
or alleged breach of the provisions of this Agreement. 





ARTICLE 13


MISCELLANEOUS PROVISIONS


Section 13.1 Succession and Assignment.
This Agreement shall be binding upon and inure to the benefit of the Parties
named herein and their respective successors and permitted assigns. No Party
may assign either this Agreement or any of its rights, interests, or
obligations under this Agreement without the prior written approval of the
other Party; provided, that either Party may assign this Agreement or any of
its rights, interests or obligations under this Agreement, in whole or in part,
to any of its Affiliates without such written approval of the other Party;
provided, further, that a Party assigning any such rights, interests or
obligations under this Agreement to any of its Affiliates shall not be released
from any obligation or liability under this Agreement. Notwithstanding the
foregoing, all rights and obligations granted to or imposed upon a Party to
this Agreement may be enjoyed or performed through its Affiliates employees
and/or agents. 


Section 13.2 Subcontracting.
It is understood that Supplier may need to contract substantial activities to
its Affiliates and unrelated third parties in a broad range of areas to
efficiently meet its obligations under this Agreement. However Supplier will be
solely responsible for the work and activities of its subcontractors,
including, without limitation, compliance with the terms and conditions of this
Agreement, and for all payments and other obligations to its subcontractors. 


Section 13.3 Notices.
Except as otherwise specified in this Agreement, all notices, requests,
consents, approvals, agreements, authorizations, acknowledgements, waivers and
other communications required or permitted under this Agreement shall be in
writing and shall be deemed given when transmitted by telecopy to the telecopy
number specified below or delivered by hand to the address specified below. A
copy of any such notice shall also be sent by overnight delivery service on the
date such notice is transmitted by telecopy to the address specified below: 


	
  

 	
  

 	
  

 
	
  

 	
 If to
 Supplier:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Greg D.
 Adams

 
	
  

 	
  

 	
 Chief
 Financial Officer

 
	
  

 	
  

 	
 Green Earth
 Technologies, Inc.

 
	
  

 	
  

 	
 3 Stamford
 Landing - Suite 200

 
	
  

 	
  

 	
 Stamford,
 CT. 06902

 
	
  

 	
  

 	
  

 
	
  

 	
 With a copy
 to:

 
	
  

 	
  

 
	
  

 	
  

 	
 Joel J.
 Goldschmidt, Esq.

 
	
  

 	
  

 	
 Morse, Zelnick,
 Rose & Lander, LLP

 
	
  

 	
  

 	
 405 Park
 Ave, Suite 1401

 
	
  

 	
  

 	
 New York, NY
 10022

 
	
  

 	
  

 	
  

 
	
  

 	
 If to
 Distributor:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Techtronic
 Industries Co., Ltd.

 
	
  

 	
  

 	
 24/F CDW
 Building

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 388 Castle
 Peak Road

 
	
  

 	
  

 	
 Tsuen Wan,
 N.T.

 
	
  

 	
  

 	
 Hong Kong

 
	
  

 	
  

 	
 Attn: Legal
 Department

 
	
  

 	
  

 	
 Facsimile
 No: 852-2413-5971

 
	
  

 	
  

 	
  

 
	
  

 	
 With a copy
 to:

 
	
  

 	
  

 
	
  

 	
  

 	
 Techtronic
 Industries North America, Inc.

 
	
  

 	
  

 	
 1428 Pearman
 Dairy Road

 
	
  

 	
  

 	
 Anderson,
 South Carolina 29625

 
	
  

 	
  

 	
 Attention:
 Legal Department

 
	
  

 	
  

 	
 Telecopy
 No.: (864) 964-3350

 



Either Party
may change its address or telecopy number for notification purposes by giving
the other Party seven (7) days’ notice of the new address or telecopy number
and the date upon which it will become effective. To be effective, notice must
be provided to both individuals specified above for each Party. 


Section 13.4 Counterparts.
This Agreement may be executed in any number of counterparts, each of which
will be deemed an original, but all of which taken together shall constitute
one single agreement between the Parties. 


Section 13.5 Relationship.
Nothing contained in this Agreement shall be construed to create the
relationship of employer and employee or franchisor and franchisee between
Distributor and Supplier, or to make either Distributor or Supplier partners,
joint venturer or co-employer of the other, or result in joint service
offerings to their respective customers. Supplier staff, employees or
subcontractors assigned to provide the services are solely the employees of
Supplier or its third party contractors and are not the employees of
Distributor. 


Section 13.6 Severability.
If any provision of this Agreement is held by a court of competent jurisdiction
to be prohibited or unenforceable under applicable law, then the remaining
provisions of this Agreement, if capable of substantial performance, shall
remain in full force and effect. To the extent permitted by applicable law, the
Parties waive any provision of such law, which renders any such remaining
provisions of this Agreement prohibited or unenforceable in any respect. 


Section 13.7 Waivers.
No delay or omission by either Party to exercise any right or power it has
under this Agreement shall impair or be construed as a waiver of such right or
power. A waiver by any Party of any breach or covenant shall not be construed
to be a waiver of any succeeding breach or any other covenant. The Party
waiving its rights must sign all waivers. 


Section 13.8 Remedies Cumulative.
No right or remedy herein conferred upon or reserved to either Party is
intended to be exclusive of any other right or remedy, and each and every right
and remedy shall be cumulative and in addition to any other right or remedy
under this Agreement, or under applicable law, whether now or hereafter
existing. The Parties agree that irreparable damage would occur in the event
any provision of this Agreement was not performed





in accordance
with its terms and that the Parties shall be entitled to specific performance
in addition to any other remedy to which they are entitled at law or equity. 


Section 13.9 Entire Agreement.
This Agreement, the Exhibits and Annexes to this Agreement,
represent the entire agreement between the Parties with respect to its subject
matter, excluding any written Supplier buying agreements, marketing agreements
and/or rebate agreements, and there are no other representations,
understandings or agreements between the Parties relative to such subject
matter. 


Section 13.10 Amendments.
No amendment to, or change, waiver or discharge of, any provision of this
Agreement shall be valid unless in writing and signed by each Party. 


Section 13.11 Third Party Beneficiaries.
Except as provided in Section 13.1, each Party intends that this Agreement
shall not benefit, or create any right or cause of action in or on behalf of,
any person or entity other than the Parties. 


Section 13.12 Governing Law.
This Agreement and the rights and obligations of the Parties under this
Agreement shall be governed by and construed in accordance with the laws of the
State of South Carolina without giving effect to the principles thereof
relating to the conflicts of laws. 


Section 13.13 Negotiated Terms.
The Parties agree that the terms and conditions of this Agreement are the
result of negotiations between the Parties and that this Agreement shall not be
construed in favor of or against any Party by reason of the extent to which any
Party or its professional advisors participated in the preparation of this
Agreement. 


Section 13.14 Headings.
The Article and Section headings are for reference and convenience only and
shall not be considered in the interpretation of this Agreement. 


Section 13.15 Interpretation of Documents.
Except as otherwise expressly set forth in the body of this Agreement or in any
of the Exhibits, in the event of a conflict between the provisions in the body
of this Agreement and the Exhibits, the provisions in the body of this
Agreement shall prevail. 


ARTICLE 14


PURCHASE OF G.E.T. PRODUCTS


Section 14.1 Distributor’s
purchase of G.E.T. Products will be governed by the terms and conditions of any
applicable purchaser order submitted by Distributor to Supplier. To the extent
the terms of said agreements are inconsistent or are in conflict with the terms
of this Agreement, then the terms of this Agreement shall prevail, absent
express agreement to the contrary. 





          IN
WITNESS WHEREOF, each of Distributor and Supplier has caused this Agreement to
be signed and delivered by its duly authorized representative. 


	
  
 	
  
 	
  
 	
  
 	
  
 
	
  
 	
  
 	
  TECHTRONIC INDUSTRIES CO. LTD.
 
	
  
 	
  
 	
  
 
	
  
 	
 By:  
 	
  /s/ Lee E. Sowell
 
	
  
 	
  
 	

 
 
	
  
 	
  
 	
  
 
	 
	 
	  Name:
         Lee E. Sowell

	 
	 
	  Title:
         Authorized Agent

	 	 	 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
  GREEN EARTH TECHNOLOGIES, INC.
 
	
  
 	
  
 	
  
 
	
  
 	
 By:
 	
  /s/ Greg
 Adams
 
	
  
 	
  
 	

 
 
	
  
 
	
  
 	
  
 	
   Name: Greg Adams
 
	
  
 	
  
 	
   Title: Chief Financial Officer
 











EXHIBIT A


G.E.T. Technology


The following
patent registrations and applications are expressly included, without
limitation, in the definition of “G.E.T. Technology”: 


	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 
	
 Patent/Patent 

 Application
 	
  
 	
 Title
 	
  
 	
 Filed
 	
  
 	
 Published
 	
  
 	
 Publication 

 No.
 
	

 
 	
  
 	

 
 	
  
 	

 
 	
  
 	

 
 	
  
 	

 
 
	
 11/725,254
 	
  
 	
 “Synthesizing
 and Compounding Molecules from and with Plant Oils to Improve Low Temperature
 Behavior of Plant Oils as Fuel, Oils, and Lubricants”
 	
  
 	
 03/17/07
 	
  
 	
 09/18/08
 	
  
 	
 2008/0227993
 
	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 	
  
 









EXHIBIT B


G.E.T. Products


The following
is a list of all products sourced, manufactured, marketed and/or distributed by
or for Supplier: 


4 cycle Engine
Oil (Non-automotive) 


2 cycle Engine
Oil 


Bar &
Chain Engine Oil 


Pump Protector



Pump Oil 


Lubricants and
Penetrating Oils 


Paint
thinners, strippers, and extenders 


Outdoor
cleaning products 


Lighter fluids



Ice melt
products 


Tire sealants 





EXHIBIT C


Specific
Retailers for which Distributor has Exclusive Distribution Rights


Distributor’s
exclusive distribution rights with respect to Non-automotive G.E.T. Products
will expressly include, without limitation, all sales through the following
Retailers: 


	
  

 	
  

 
	
  

 	
 Home Depot 

 
	
  

 	
  

 
	
  

 	
 Lowes 

 
	
  

 	
  

 
	
  

 	
 Sears 

 
	
  

 	
  

 
	
  

 	
 Menard’s 

 
	
  

 	
  

 
	
  

 	
 Orchard
 Supply 

 
	
  

 	
  

 
	
  

 	
 Tractor
 Supply 

 
	
  

 	
  

 
	
  

 	
 Sam’s Club 

 
	
  

 	
  

 
	
  

 	
 Costco 

 
	
  

 	
  

 
	
  

 	
 Bunnings 

 
	
  

 	
  

 
	
  

 	
 B & Q 

 
	
  

 	
  

 
	
  

 	
 Mitre 10