Leatt Corp.: Exhibit 10.9 - Filed by newsfilecorp.com







	
    	Leatt Corporation
      
	EIN. 20-281-9367 
	Email: info@leatt.com | Web:
      www.leatt.com 
	  
	Physical Address
      
	PMB #334 
	2215-B Renaissance Drive, 
	Las Vegas, Nevada, 89119, USA 
	 
	 


2018/2019: LEATT® GENERAL BUSINESS TERMS AND CONDITIONS:2018/2019:

By placing an order with Leatt Corporation, the Purchaser shall become an official Distributor of Leatt
Corporation (further referred to herein as “Distributor”).
The Distributor hereby acknowledges that they have read, understood and agrees to be bound by these
Terms and Conditions.

It is stipulated that the Distributor may make a backup copy or print these Terms and Conditions of Sale,
providing that it is not modified.

These Terms and Conditions come into effect as from 1st February 2018. Leatt Corporation reserves the
right to change these Terms and Conditions without notice and at any time. The Terms and Conditions
which were applicable when the Distributor made their Order, will apply to their Order.

These Terms and Conditions and any of its Annexures shall apply to the exclusion of any other document.

For clarity, Products includes (but is not limited to) the finished goods, components, packaging and all Leatt
company products as listed and described in the companies official catalog, online or otherwise, or as
included in any other specificed list of represented products or models manufactured and or designed and
sold by the Owner, including all trade marks and confidential information relating thereto.

For clarity, Off- Road Order / Bicycle Order means the dates by which a Distributor must place an order by
in order to be included and considered as a Distributor of Leatt Products. These dates will vary from time to
time.

Territory means for clarity, such area (country, jurisdiction, continent or otherwise) as agreed from time to
time in writing between the parties as being incorporated herein.

Relationship:

  The Distributor shall be entitled, during the term of the Distributorship created by these Terms and
Conditions and any extension thereof, to advertise and hold itself out as an authorized Distributor of the
Products.


  	 	 
	 	 
	Directors: 	1 
	Dr. Christopher James Leatt| Jeffrey Joseph Guzy | Sean
      Macdonald 	  







The Distributor agrees to comply with and cause any distribution or other persons appointed by it to
comply with all applicable laws, rules, regulations and/or guidelines in the Territory relating to the use,
storage, handling, transportation, marketing, advertisement, distribution, sale, transfer and/or disposal of
the Products as well as with these Terms and Conditions and, agrees to keep complete and accurate
records with respect to any and all products purchased from Leatt Corporation and sold by the Distributor
in the Territory and commit and adhere to the high standards of operation including the standards that
may be prescribed by the Leatt Corporation from time to time.

Trademarks: 

  The Distributor covenants and agrees to comply with all instructions issued by the Leatt Corporation
relating to the manner in which Leatt Corporation’s
trademark shall be used and to conduct business at all
times in a manner that reflects favourably on the product and reputation of the Leatt Corporation, in order
to develop, promote and maintain this reputation with customers and to protect and preserve the goodwill
and image of Leatt Corporation and the Product. The Distributor agrees to follow the long term marketing
communication strategy as directed by the Company. The Distributor shall submit examples of all
proposed advertisements and other promotional materials for the products to the Company for inspection
and the Distributor shall not use any such advertisements or promotional materials without having
received the prior written consent of the Leatt Corporation to do so. The Distributor shall not, pursuant to
these Terms and Conditions or otherwise, have or acquire any right, title or interest in or to the
Trademarks.

Consent to Jurisdiction & Dispute Resolution:

  This agreement between the parties and Terms and Conditions are subject to the laws of South Africa and
shall be exclusively governed and construed in accordance with the laws of South Africa. Any controversial
claim or dispute arising out of or relating to this agreement and or Terms and Conditions, including the
formation, interpretation, breach or termination thereof, including whether the claims asserted are
attributable, will be referred to and finally determined in accordance with the South African laws of
arbitration in accordance with the arbitration disputes between the parties Rules of the Arbitration
Foundation of South Africa (“AFSA”) as amended from time to time. The exclusive location of all hearings
and proceedings for the arbitration will be Cape Town, South Africa. The language to be used in the
arbitral proceedings will be English. Judgment upon the award rendered by the Arbitrator may be entered
by any Court having jurisdiction thereof. This section shall bar any legal proceedings commenced prior to
or in lieu of the mandatory arbitration required under this section and shall be final and binding upon the
parties.


  	 	 
	 	 
	Directors: 	2 
	Dr. Christopher James Leatt| Jeffrey Joseph Guzy | Sean
      Macdonald 	  







If arbitration is required to enforce or to interpret a provision of this agreement and or Terms and
Conditions or otherwise arises with respect to the subject matter herein, the prevailing parties shall be
entitled, in addition to other rights and remedies that it may have, to reimbursement for its expenses
incurred with respect to that action, including Court costs and reasonable legal fees at trial, on appeal and
in connection with any petition for review.

Claims:

  The Distributor shall immediately report to Leatt Corporation (and in any event within 72 hours of receiving
notice) any notification it receives of any claims or potential claim(s) (“Claims”) arising either directly or
indirectly as a result of the use of the Product or packaging or, howsoever caused involving the Product and
shall thereafter keep Leatt Corporation fully informed as regards all developments as soon as is reasonably
practicable.

Leatt Corporation shall have the right to appoint adjusters and/or representatives on their behalf in South
  Africa and/or the Territory and/ or place of incident if different, at their discretion and to have the right to
  take over and assume control of all negotiations, adjustments and settlements in connection with such
  Claims. The Distributor agrees to fully cooperation with Leatt Corporation and to provide Leatt
  Corporation with all information, documents and/or data howsoever retained or documented as may be
  reasonably requested by Leatt Corporation in connection with any Claim, or potential Claim/ including but
  not limited to; assisting with negotiations or trial. The Distributor hereby agrees to indemnify Leatt
  Corporation in respect of all Claims due to the negligence of the Distributor howsoever caused and will
hold Leatt Corporation harmless.

No admission, settlement and/or compromise shall be made or liability admitted without the prior written
approval of Leatt Corporation and or their legal or other representatives as they may appoint in connection
with the handling of any such Claims.

The Distributor shall ensure that it maintains in place at all times an appropriate Insurance policy of
sufficient cover value dependent to fully cover the Distributor in connection with its liabilities in any
relevant jurisdiction where the Product is used (“the Policy”) The Distributor agrees to ensure its Insurers
note the Leatt Corporation’s interests within the said Policy.


  	 	 
	 	 
	Directors: 	3 
	Dr. Christopher James Leatt| Jeffrey Joseph Guzy | Sean
      Macdonald 	  







The restrictive covenants imposed on the Distributor herein shall extend and apply to any affiliates of the
Distributor and their respective shareholders, directors, officers, employees and representatives as if they
were also parties to this agreement and or Terms and Conditions.

Confidentiality:

  Confidential Information means, in respect of this agreement and or Terms and conditions, refers to all
information disclosed by the Leatt Corporation to the Distributor. Confidential information furthermore
specifically includes all marketing strategies, budgets, sales projections, growth projections, sponsorship
plans, product data packs, payment terms, shipping terms, client information, intellectual property, sales
strategies, marketing plans, videos, photos, data files, sponsorship plans, social media information, social
media strategies, sponsorship terms, sponsors, product lists, any financial information, financial budgets,
product plans, market share, trade secrets, marketing, test results, technical information, ideas, concepts,
know how, technology, material properties, and any other information disclosed by the Leatt Corporation
to the Distributor.

The Distributor agrees to keep the Confidential Information of Leatt Corporation confidential; not, without
  prior written consent of Leatt Corporation to disclose Leatt Corporation’s Confidential Information to any
  person; not use, disclose or reproduce any of the Leatt Corporation's Confidential Information for any
  purpose other than for the distribution of the Products; comply with any reasonable direction of the Leatt
  Corporation in respect of Leatt Corporation's Confidential Information; and immediately notify the
  Companies of any potential, suspected or actual unauthorized use, copying or disclosure of the Leatt
Corporation's Confidential Information.

This paragraph does not apply to Leatt Corporation's Confidential Information: which is in or becomes part
of the public domain other than through breach of this Agreement or an obligation owed to the Company.

Termination of Relationship:

  Either Party may cancel this Relationship upon given the other party 3 (three) calendar months written
notice for any reason whatsoever. No indemnity, severance, damages, or compensation shall be deemed
earned or payable to the Distributor upon termination because of the Distributor’s activities done or
performed while this agreement and or applicable Terms and Conditions was in effect, or because of the
expenditures, investments, leases, agreements, or commitments given or made in connection with the
creation, development, maintenance, growth, expansion, and financing of such distributorship, or because
of the creation or existence of distributorship goodwill.


  	 	 
	 	 
	Directors: 	4 
	Dr. Christopher James Leatt| Jeffrey Joseph Guzy | Sean
      Macdonald 	  







Upon termination of this Agreement for any reason whatsoever, the Distributor shall discontinue forthwith
all use of Leatt Corporation’s Trade marks, website domains and trade names and Distributor shall return
to Leatt Corporation all price lists, catalogues, sales literature, advertising literature and all other materials
relating to the Product or Confidential Information in Distributors possession or over which it has control.
Early termination pursuant to these above Terms and Conditions shall not relieve the Distributor from its
obligations relating specifically to the Product, trademarks and Confidential Information shall continue in
force in any event for 10 years beyond the termination date, (unless otherwise agreed by the parties in
writing) nor shall it deptive leatt Corporation of iuts right to pursue any other remedy available to it .


	Notices: 	  
	All Notices shall be sent by email to: 	erik@leatt.com 
	 	lara@leatt.com






  	 	 
	 	 
	Directors: 	5 
	Dr. Christopher James Leatt| Jeffrey Joseph Guzy | Sean
      Macdonald