Exhibit 10.29


 


 


 


EXCLUSIVE DISTRIBUTION AGREEMENT


 


This Distribution Agreement (together with
its related exhibits, the “Agreement”) is made and executed this                                         , (the “Effective Date”)
by and between OXYSURE® SYSTEMS, INC. (“OxySure” or “OxySure®”), a Delaware,
USA corporation with its primary place of business located at 10880 John W. Elliott Drive, Suite 600, Frisco, Texas, 75033 USA
and AJAD MEDICAL (the “Distributor”), located                                                


 


OxySure® and Distributor intend
to establish Distributor as a distributor of those products (the “Products”) identified in Exhibit A within the territory
(the “Territory”) and channel (the “Channel”) identified in Exhibit B. Accordingly, OxySure®
and Distributor agree as follows:


 


		1.	Appointment and Term



 


		1.1	For the term of this Agreement, OxySure® appoints Distributor as the exclusive
distributor for the Products in the Territory and Channel. Distributor’s appointment is for an initial term of three (3)
years from the Effective Date, renewable thereafter for successive one-year periods unless terminated in terms hereof.



 


		1.2	The appointment of Distributor is personal to Distributor and accordingly (a) the rights, duties
and privileges of Distributor under this Agreement are not assignable in any way whatsoever without the prior written consent of
OxySure.



 


		2.	Distributor Responsibilities



 


		2.1	Both parties acknowledge that open communications and the sharing of information are important
to fully develop the market, gain insight into the market’s needs and develop appropriate market strategies. To this end,
the parties agree to cooperate and openly communicate with each other in furtherance of these objectives.



 


		2.2	Distributor will use its best efforts to develop the Territory and Channel market and promote the
sales of Products within the Territory and Channel. Distributor will not, without OxySure’s prior written consent, (a) either
advertise the Products for sale or sell the Products outside the Territory or Channel, or (b) advertise the Products for sale inside
the Territory or Channel if the Products are ultimately destined for delivery outside the Territory or Channel or to someone whom
Distributor has reason to believe will use the Products or resell them outside the Territory or Channel.



 


		2.3	Distributor will maintain sufficient inventory of Products to enable the prompt delivery of Products
to its Customers. On or before the fifth day of each month, Distributor shall provide OxySure with a six-month rolling forecast
providing a reasonable estimate of the Products Distributor expects to sell over the subsequent six month period (the “Forecast”).
In addition, Distributor must comply, at a minimum, with the Minimum Net Purchases requirement set forth in Section 4.



 


		2.4	Distributor will maintain an adequately trained sales organization, which will include at least
one OxySure Product specialist, to enable Distributor to fulfill its obligations under Section 2.2 of this Agreement. Distributor
will further maintain an organized and well stocked collection of technical and marketing information and materials for distribution
to prospective Customers. Distributor shall cover the Territory and Channel with diligent, adequate and reasonable sales activities,
including advertising, distribution of technical and sales materials, exhibitions, demonstrations and other methods of promoting
sales of the Products. Distributor will bear all expenses incurred in connection with these activities.



 





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		2.5	Distributor will employ and maintain sufficiently trained personnel to provide technical support
for the Products, such support including, but not being limited to, the use and limited maintenance of the Products. Distributor
and OxySure will cooperate to ensure such personnel become and remain adequately trained and qualified pursuant to Section 3.2.



 


		2.6	Distributor will maintain a reasonable number of demonstration Products for demonstration to prospective
and existing Customers. Distributors will not sell any demonstration Product(s) to a Customer.



 


		2.7	OxySure does not authorize Distributor to make, and Distributor will not make, any guaranty or
warranty with respect to any Product. OxySure will provide all Product warranties, if any, directly and in writing to the Customer.
Distributor will make no representations as to Product quality, performance, capabilities and the like except as OxySure expressly
authorizes in writing, such as through published, product specifications.



 


		2.8	Distributor agrees to avoid all activities that might place Distributor in a position of adverse
interest or divided loyalty with OxySure or Distributor’s obligations as defined herein.



 


		2.9	In addition to Section 8, Distributor will provide to OxySure upon discovery by Distributor and,
on OxySure’s request, any information regarding:



 


	 	(a)	the infringement, perceived infringement, unauthorized manufacture, use or marketing or misuse of OxySure’s intellectual
property, Proprietary Information (as defined in Section 10 below), and/or Products;




 


		(b)	activities within the Territory or Channel marketplace that affect the sales of the Products;



 


		(c)	any inquiries or orders for any of the Products to be delivered outside the Territory or Channel
or for delivery in the Territory or Channel for ultimate use outside the Territory or Channel;



 


		(d)	any observations concerning recurrent issues with the Products;



 


		(e)	any changes in the management or ownership of Distributor; and



 


		(f)	in the event Distributor learns of information relating to an alleged malfunction of or an infliction
of an injury by a Product, Distributor shall promptly notify OxySure and provide all known information as well as assist OxySure
in any reasonable investigation concerning such allegations. Distributor will abide by all Distributor-specific governmental reporting
requirements as imposed by the United States Food and Drug Administration or any other relevant local, state or federal governmental
body.



 


		2.10	Distributor will maintain information regarding the sale of each Product, including, but not limited
to: Customer names and addresses, product identification information (including but not limited to lot numbers, batch numbers,
SKU numbers, and expiration dates) and a description of the products provided. Distributor will also maintain all books of accounts,
documents, correspondence, records, or the like, relating to any transaction involving the Products. In the event OxySure desires
to communicate regulatory or other information to Customers, or otherwise notify Customers for any reason, Distributor will use
the Customer information that it maintains to send such notice or communication on behalf of OxySure in a timely manner. Further,
Distributor will make such Customer information available to OxySure to the extent necessary for OxySure to comply with relevant
laws, rules, regulations, and judicial or administrative orders.



 


		2.11	Distributor shall furnish to OxySure copies of all proposed advertising, technical, sales, and
other materials relating to the Products and refrain from using and/or discontinue the use of any such materials which in the sole
opinion of OxySure are false or misleading or may subject OxySure to liability.



 


		2.12	Distributor agrees to carry out all of its obligations to OxySure promptly and in good faith. Time
is of the essence in this Agreement.



 


		2.13	Distributor shall not take any action that may result in denigrating, tarnishing or otherwise adversely
affecting the reputation or goodwill of OxySure. Without limiting the foregoing, Distributor agrees that it shall not (a) explicitly
or implicitly misrepresent any feature or function of the Product, (b) make unauthorized claims or statements related to the Products,
or (c) make any false statements related to the Product or OxySure.



 





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Distribution Agreement



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		2.14	In performing its obligations hereunder, Distributor shall comply with any and all relevant laws,
rules, regulations, and restrictions, including, but not limited to, any that may be specifically applicable to the Products and
the sale thereof.



 


		2.15	Distributor may not market, promote, distribute, advertise, offer, sell or otherwise provide any
Product through a Web site, email communications, or other electronic method or medium unless each of the parties have executed
the “Internet Distribution Attachment” attached to this Agreement. Notwithstanding the foregoing, Distributor may provide
Product materials, pricing and invoices via email to a Customer, provided that such email communications are in response to direct
Customer inquiries and are not part of a marketing or other promotional campaign or effort.



 


		2.16	Distributor shall, immediately upon the Effective Date pursue and obtain any and all regulatory
approvals (“Regulatory Approvals”) required in the Territory for at least Part Numbers 615-00 and 615-01 illustrated
in Exhibit A, at its own expense and cost. Any regulatory approvals will be applied for, issued and held in the name of OxySure
Systems, Inc.



 


	2.17	Intentionally omitted.





 


	3.	OxySure’s Responsibilities





 


		3.1	OxySure® will provide such technical and marketing information as OxySure deems
appropriate, or upon Distributor’s request. Any applicable costs for printed materials shall be borne by Distributor, unless
otherwise agreed by the parties.



 


		3.2	OxySure will provide training in the use, limited maintenance and technical aspects of the Products,
including supplemental training relating to new products as such are introduced, at OxySure’s place of business identified
hereinabove or as otherwise agreed by the parties. The cost of transportation, meals, and lodging during the training shall be
borne by the Distributor. Further, OxySure will provide online or web-based training and support from time to time.



 


		3.3	OxySure will be under no obligation to Distributor to manufacture, sell or supply, or to continue
to manufacture, sell or supply any of the Products, or to continue or modify any model or type of any of the Products.



 


		3.4	OxySure agrees to carry out all its obligations to the Distributor promptly and in good faith,
and shall use commercially reasonable efforts to support Distributor’s authorized sales efforts in the Territory and Channel.



 


		3.5	OxySure will provide its best efforts to assist and support Distributor in obtaining the Regulatory
Approvals.



 


		3.6	OxySure will provide its best efforts to assist and support Distributor in developing translations
of marketing collateral, labels and other marketing materials



 


	4.	Minimum Net Purchases




 


Distributor shall purchase, in the
specified period, no less than the amount of the Minimum Net Purchases (herein so called) set forth in Exhibit C. Exhibit C will
be amended at the beginning of each Renewal Term, subject to continuation of this Agreement as provided herein, to reflect the
agreed upon Minimum Net Purchases for the succeeding year. In the event the parties are unable to agree on the Minimum Net Purchases
for any Renewal Term no less than thirty (30) days prior to the commencement of such Renewal Term, OxySure shall have the right,
in its sole discretion, to establish the Minimum Net Purchases for such Renewal Term. In the event Distributor does not purchase
the agreed upon Minimum Net Purchases in the Initial Term or any Renewal Term, Distributor shall be in default under this Agreement
for cause.


 





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Distribution Agreement



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	5.	Products, Pricing, Packaging, Title




 


		5.1	OxySure may, in its sole discretion, effect any change with respect to a Product or amend the Products
offerings set forth on Exhibit A, provided, that with respect to any material change (e.g., amending the Product offerings set
forth on Exhibit A, OxySure shall provide Distributor with thirty (30) days prior written notice. OxySure will continue to honor
orders for any Products removed from Exhibit A for three (3) months after the removal date provided (a) the orders are submitted
to fill quotes outstanding on or before the date of removal of such Product(s), and (b) the removed Products have not been discontinued
and are no longer available.



 


		5.2	Prices for Products will be as set forth on Exhibit G, as amended from time to time by OxySure’s
official price list (“Product Price List”).



 


		5.3	Any suggested resale prices shown in the Product Price List are to be construed as a guideline
only. The Distributor is free to determine its own resale prices of the Products. Notwithstanding the immediately preceding sentence,
Distributor may not publish or display a price lower than the manufacturer suggested resale prices (MSRP) shown on the Product
Price Lists on (a) any Internet site, unless the parties have executed the Internet Distribution Attachment set forth on Exhibit
H, (b) any email advertisement, or (c) any newspaper, newsletter, magazine or other published source provided to more than 25 people.
Further, Distributor will clearly state whether pricing is based on bulk or bundled purchases. Distributor shall avoid any pricing
policies that would adversely affect the image of the Products.



 


		5.4	Distributor will abide by those terms for payment as set forth in Exhibit D.



 


		5.5	Any credits issued by OxySure will be handled as a separate financial transaction from the original
invoice, and payments under the invoice may not be withheld or delayed because of any credit. Distributor shall not reduce any
payment to OxySure to account for an anticipated, disputed or unauthorized credit. For credit, Distributor will submit a written
credit request within thirty (30) days from the date of Distributor’s invoice for the related transaction. Any credit request
will be based on the price shown on the then current Product Price List, or the actual net price paid by Distributor, whichever
is lower. Upon notification by OxySure of a discrepancy in a credit request, Distributor has thirty (30) days to resolve such discrepancy
and pay any amount due to OxySure.



 


		5.6	All Products shall be delivered to Distributor F.O.B. OxySure’s principal place of business.



 


	6.	Returns




 


Distributor may return Products in
accordance with (a) any applicable limited warranty, if effective (see Section 7.1), or (b) the return policy set forth in Exhibit
E. OxySure may amend or change its return policy upon thirty (30) days written notice to Distributor.


 


	7.	Limited Warranty and Warranty Service




 


		7.1	OxySure provides a Customer limited warranty for the Products. The terms of the Customer limited
warranty are set forth in the documentation provided with the Products, a copy of such being provided in Exhibit F. Upon any amendment
of or addition to the end user limited warranty, OxySure shall provide Distributor with written notice of such change. Distributor
shall strictly comply with the terms and provisions of Section 2.7 relating to the issuance of warranties, guaranties or representations.
OXYSURE MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER WITH REGARD TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.



 


		7.2	Distributor shall not repair, attempt to repair, modify, attempt to modify, or the like, any Products.
Distributor shall return any defective or allegedly defective Product to OxySure for assessment and repair (if applicable).



 


		7.3	For the purpose of technical support, OxySure hereby grants Distributor a license to use any OxySure-provided
Proprietary Information supplied to carry out its obligations under this Agreement. Such Proprietary Information, or any copies
or versions in any form or language, shall in all cases remain the property of OxySure. The confidentiality of such Proprietary
Information is governed by Section 10.



 





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	8.	Reports and Audits




 


		8.1	COMMENCING DURING THE INITIAL TERM, DISTRIBUTOR WILL PROVIDE OXYSURE WRITTEN MONTHLY REPORTS, SUCH
REPORTS TO INCLUDE, AT A MINIMUM, THE AMOUNT OF INVENTORY ON HAND, INDIVIDUAL CUSTOMER SALES OR DISTRIBUTION ACTIVITY AND SALES
DATA FOR (A) THE PRECEDING MONTH AND (B) THE YEAR TO DATE, SUCH REPORT BEING PROVIDED BY THE 10TH DAY OF EACH MONTH.
 



 


		8.2	Distributor shall provide OxySure with an annual market survey and other written reports from time
to time upon OxySure’s reasonable request and specification. Such reports shall address account strategies, account conditions,
Customer feedback and evaluations, or other like information.   



 


		8.3	OxySure may have an authorized OxySure representative, at OxySure’s expense, audit Distributor’s
records concerning sales data and inventory records as such relates to the Products and any warranty service performed with respect
to the Products and any components. Upon prior written notice, Distributor will provide reasonable access to such records during
normal business hours at Distributor’s office or other site. Distributor agrees to maintain all such records for a minimum
of five (5) years and, prior to destroying or disposing of any such records (whether before or after the expiration of five (5)
years) Distributor shall provide OxySure with thirty (30) days’ written notice and afford OxySure the option to take possession
of such records, at OxySure’s sole discretion.



 


	9.	Distributor’s Financial Condition




 


		9.1	At OxySure’s sole discretion, OxySure may withhold shipments due to Distributor’s general
financial condition and/or conditions of Distributor’s account with OxySure. In the event Distributor is in arrears per Exhibit
D, OxySure may elect to place Distributor on credit hold, meaning no shipments will be made from OxySure to Distributor until such
arrearages are satisfied. In the event Distributor is in arrears for more than sixty (60) days, or if Distributor is placed on
credit hold more than twice in any twelve (12) month period, OxySure may declare Distributor to be in breach of this Agreement.



 


		9.2	If Distributor is placed on credit hold, OxySure may ship direct to Customers. OxySure will provide
Products to Customers at OxySure’s suggested resale price (unless OxySure is otherwise notified of a differing Distributor
resale price) (the “Customer Price”). The Customer will be billed directly by OxySure. For shipments made to fulfill
Customer orders submitted through Distributor, the difference between the Customer Price and the price OxySure sells to Distributor,
from the then-current Product Price List, will be applied against any Distributor arrearages (“Withholding”). No amounts
will be applied to arrearages if a Customer orders directly from OxySure or another distributor, even if Distributor typically
services that Customer’s account. Neither Withholdings nor shipments to existing Customers under the limited scope of this
provision will be construed as a breach of this Agreement. Direct shipments to Customers under this provision shall not relieve
Distributor of any obligations to further develop the Territory, Channel or the accounts therein, or support those Customers to
which the direct shipments are made.



 


		9.3	In the even OxySure elects to establish a credit account for the Distributor, Distributor will
provide OxySure with credit data sufficient to establish Distributor’s credit-worthiness. The decision to offer such a credit
account or to decline to establish such an account upon review of Distributor’s credit data is in the sole discretion of
OxySure. OxySure may periodically review Distributor’s credit worthiness and may withdraw any credit approval at any time,
at OxySure’s sole discretion.



 


		9.4	Distributor agrees to execute a UCC-1 financing statement, or similar instrument, for the purposes
of indicating OxySure’s financial interest in any outstanding account. OxySure shall have the sole responsibility of filing
such financing statement or similar instrument.  



 


	10.	Confidentiality/Non-Competition




 


		10.1	During the term of this Agreement, Distributor and its employees may have access to OxySure’s
Proprietary Information, such information, whether written or oral, being of a nature that OxySure desires to protect against unauthorized
use or disclosure. The term “Proprietary Information” shall include, but is not limited to, information relating to
research, marketing, developments, inventions, product lines, design, purchasing, finances and financial affairs, accounting, merchandising,
selling, engineering, employees, Customers, consultants, trade secrets, business practices, merchandise resources, supply resources,
service resources, system designs, procedure manuals, or pricing relating to the Products. The term Proprietary Information does
not include any information which is: (a) in the public domain or that enters the public domain without a breach of this Agreement;
(b) known by the receiving party prior to the disclosure; or (c) disclosed by a third party unrelated to or not in breach of this
Agreement, or subject to some other confidentiality agreement.



 





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		10.2	Distributor will treat all Proprietary Information as proprietary and confidential. Distributor
shall not disclose any Proprietary Information to anyone other than its own employees, directors, and consultants. Distributor
shall further use reasonable efforts to prevent any unauthorized use or disclosure, including, but not limited to, restricting
access to the Information within its organization to those having a need to know and ensuring that everyone to whom it makes a
disclosure complies with this Agreement by entering into an agreement that imposes a like obligation with each person to which
a disclosure is made. Distributor will not disclose any information to any party not enumerated above without obtaining prior written
consent from OxySure.



 


		10.3	Without the prior written authorization of OxySure, Distributor agrees that during the term of
this Agreement and for a period of one (1) year thereafter, without regard to the party terminating this Agreement or the reason
for termination, if any, Distributor (which includes its employees, directors, officers, and consultants) will not in the United
States or in any foreign country in which OxySure® is then marketing its products or services, directly or indirectly
represent any manufacturer, market or sell, control an interest in or act as an officer, director, or employee of, or consultant
or adviser to, any firm, corporation, institution or entity, directly or indirectly involved in the manufacturing or distribution
of any products related to the catalytic generation of oxygen, as reasonably determined by OxySure® in its discretion.



 


		10.4	Without limiting the obligation in Section 2.14, Distributor shall comply with all privacy and
security laws relevant to the sale and distribution of Products and shall ensure that each employee, director, officer, and consultant
of Distributor complies with such privacy laws at all times.



 


		10.5	Within twenty (20) days from the written request from OxySure®, Distributor will
provide copies of any or all written agreements between Distributor and its employees, directors, officers, consultants, and parties
to which Proprietary Information has been disclosed by the Distributor made pursuant to the objectives of Sections 10.2, 10.3,
and 10.4.



 


		10.6	Distributor, upon termination of this Agreement, shall surrender to OxySure® all
Proprietary Information, (including: training manuals, marketing updates, product literature, price lists, and product samples),
whether originals, copies, English or non-English translations.



 


		10.7	Distributor acknowledges that the OxySure® may suffer irreparable damage in the
event of a breach or threatened breach of any provision of this Section 10, and that therefore, OxySure® may seek
injunctive relief to prevent such breach, as well as any and all other applicable remedies at law or equity, including the recovery
of damages. This Section 10.7 controls over any conflict between this Section 10.7 and Section 18.9.



 


		11.	OxySure Trademarks, Service Marks, and Trade Names; Intellectual Property



 


		11.1	OxySure® grants to Distributor a non-exclusive license to use OxySure’s trademarks,
trade names, and service marks only in connection with the Products and in the performance of Distributor’s obligations under
this Agreement. All such uses are subject to OxySure’s prior review and consent, which will not be unreasonably withheld
or delayed, and such license may be withdrawn or revoked at any time by OxySure® at its sole discretion, either
with or without cause.



 


		11.2	All use of OxySure’s trademarks, trade names, and service marks will be in proper form, giving
appropriate attribution to OxySure® as the owner of such marks. Distributor will not undertake any use of a mark
that may jeopardize OxySure’s rights to use or register such mark, or OxySure’s rights to prevent unauthorized use.



 


		11.3	All use of OxySure® trademarks, service marks, and trade names by Distributor will
inure to the benefit of OxySure®. At no time during or after the term of this Agreement shall Distributor attempt
to register any trademarks, service marks, or trade names confusingly similar to any OxySure® trademark, service
mark, or trade name. Distributor will cooperate, at OxySure’s expense, to assist OxySure® in the registration
or securing of rights in such marks. Distributor will cooperate, at OxySure’s expense, in initiating and prosecuting any
legal action against any infringer of any OxySure® trademark, service mark, or trade name.



 





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		11.4	Distributor shall not, by reason of this Agreement or its provisions, acquire any interest in or
right to any patent, trademark, service mark, trade names, copyright, Proprietary Information or any other form of OxySure®
intellectual property, whether relating to the Products or otherwise.



 


		11.5	Any intellectual property, and any applications or methods related to any intellectual property,
developed or discovered by either party, jointly or individually, under this Agreement or relating to the Products (including,
but not limited to, patentable and/or copyrighted materials) are owned by OxySure®, and Distributor hereby assigns
and conveys all rights, title and interest in such intellectual property to OxySure. At OxySure’s request, Distributor shall
execute any instruments and documents necessary to confirm OxySure’s ownership of the intellectual property.



 


		12.	Relationship Between the Parties



 


		12.1	Distributor and OxySure®
intend to act and perform as independent contractors, and the provisions hereof are not intended to create any partnership, joint
venture, agency or employment relationship between the parties. Each party shall be solely responsible for and shall comply with
all state and federal laws pertaining to employment taxes, income withholding, unemployment compensation contributions and other
employment related statutes applicable to that party.



 


		12.2	Neither party has any authority to act for and/or to bind the other party in any way, or to represent
that either is in any way responsible for the acts of the other.



 


		13.	No Conflicts by Distributor



 


Distributor warrants and represents
that Distributor is not subject to any contractual obligation or restraint which will interfere with Distributor’s right
and ability to perform pursuant to the terms of this Agreement.


 


		14.	Defaults; Remedies; and Termination



 


		14.1	Either party may terminate this Agreement immediately by sending written notice if the other party
becomes insolvent, or becomes the subject of any proceeding seeking relief, reorganization, or rearrangement under any laws relating
to bankruptcy or insolvency, or upon any assignment for the benefit of creditors, or upon the appointment of a receiver, liquidator,
or trustee of any of its property or assets, or upon the liquidation, dissolution, or winding up of its business.



 


		14.2	OxySure may terminate this Agreement immediately by sending written notice upon the assumption
of control of Distributor by a governmental authority or other third party; the sale or transfer of the majority or all of its
assets; or if there is a change of control, ownership, or management of the Distributor.



 


		14.3	This Agreement may be terminated by the mutual agreement of OxySure and the Distributor.



 


		14.4	If either party breaches any commitment contained in or arising from this Agreement (excepting
Sections 14.1 and 14.2) and fails to remedy the breach within thirty (30) days from the date of written demand to cure (provided,
however, in the event of Distributor’s default in its obligations under Article 4, there shall be no such demand required
or cure available), the breaching party shall be deemed to be in default hereunder.



 


(a) On Distributor’s
default, OxySure may do any of the following, as determined in OxySure’s sole discretion: (i) declare any unpaid sums under
this Agreement immediately due and payable; (ii) suspend further performance by OxySure; (iii) terminate this Agreement; (iv) cancel
the Distributor’s distribution rights; (v) reduce the extent of the Territory and/or Channel; and/or (vi) commence a legal
proceeding, in accordance with Section 18.9, for damages and/or specific performance and/or pursue any and all other available
remedies at law or in equity, all of such remedies being cumulative of each other.


 





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(b)
In reviewing the Distributor’s performance in accordance with the Distributor’s obligations under Article 4, the parties
agree that OxySure® shall not be limited to semi-annual determinations but may make a determinative evaluation of
semi-annual performance based upon a two month pro rata analysis based on at least two consecutive months.


 


		(c)	In reviewing the Distributor’s performance in accordance with the Distributor’s obligations
under Sections 2.2 and 2.4 and/or Article 4, the parties agree that OxySure shall not be limited to assessing the Distributor’s
performance within the Territory and Channel as a whole. Accordingly, OxySure can evaluate the Distributor’s performance
based on the Territory or Channel as a whole or on any definable sub-territory or sub-channel (e.g., state boundaries, county boundaries,
municipal boundaries, Customer, etc.).



 


		(d)	In reviewing Distributor’s financial condition under Section 9, the parties agree that OxySure
may monitor Distributor’s credit through a variety of sources and means, including commercial credit companies. Accordingly,
a determination of credit worthiness may be based on third-party sources instead of and/or in addition to Distributor’s accounts
and payment history with OxySure.



 


		14.5	Either party may terminate this Agreement at any time prior to the expiration of the then-applicable
term, without cause, by sending written notice to the other party at least ninety (90) days prior to the termination date.



 


		14.6	Intentionally left blank.



 


		14.7	Termination of this Agreement terminates all further rights and obligations of OxySure and Distributor
hereunder other than the following obligations and sectional provisions, all of which shall survive any termination of this Agreement:



 


		(a)	Neither OxySure nor Distributor shall be relieved of their respective obligations to pay any money
due the other party; and



 


		(b)	Sections: 7 (Limited Warranty), 8 (Reports and Audits), 10 (Confidentiality/Non-Competition), 14
(Defaults; Remedies; and Termination); 15 (Indemnity and Insurance), 16 (Limitation of Liability), 17 (Intellectual Property Indemnification),
18.7 (Governing Law), and 18.9 (Negotiation, Mediation and Arbitration).



 


		14.8	On termination of this Agreement for whatever cause, Distributor will immediately (a) cease to
engage in marketing and distribution activities as an OxySure distributor, and (b) cease representing in any manner that it is
a distributor of OxySure Products, including the immediate termination of all use of OxySure® trademarks, service
marks, or trade names. Notwithstanding Distributor agrees that if OxySure so requests after the termination of this Agreement,
Distributor shall pay for and distribute orders for Products which OxySure received and accepted during the term of this Agreement.



 


		15.	Indemnity and Insurance



 


		15.1	Distributor agrees to indemnify and hold OxySure harmless from any and all claims, demands, costs,
liabilities and responsibilities, regardless of the claimant or his place of filing a claim, to the extent such result from or
are associated with Distributor’s alleged negligent or intentional acts or omissions, any default by Distributor under this
Agreement, or the provision of any warranty or guarantee of the Products given by the Distributor.



 


		15.2	Distributor will maintain product liability insurance or the like for those claims enumerated in
Section 15.1.



 


		15.3	OxySure® agrees to indemnify and hold Distributor harmless from any and all third
party claims and demands to the extent they result from defective Products provided by OxySure® to Distributor or
the provision of any express warranty or guarantee of the Products prepared and provided by OxySure to a Customer. Distributor
shall promptly notify OxySure® of any such claim and demand, shall provide reasonable assistance to OxySure in the
defense of such claims and demands, and shall give OxySure full authority to defend, settle or resolve the claims or demands on
behalf of Distributor.



 


		16.	Limitation of Liability



 


In no event shall OxySure be liable
to Distributor for any indirect, punitive, consequential, special, incidental or loss of profit damages.


 





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Distribution Agreement



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		17.	Intellectual Property Indemnification



 


		17.1	Distributor agrees that OxySure® has the right to, and OxySure agrees that it will,
at its sole cost and expense, defend or at its option, settle any claim, suit, proceeding, or other action brought against Distributor
or its Customers for infringement of any United States copyright, trademark, or other United States intellectual property right
related to the Products or their use, subject to the limitations set forth in Sections 17.2 and 17.3. OxySure shall have sole control
of any such proceeding or settlement negotiations in order to be held liable. OxySure will not be liable for any costs, settlements
or expenses incurred without its prior written authorization. OxySure will pay any final judgment entered against Distributor or
its Customers based on such infringement provided OxySure had sole and complete control of the proceeding.



 


		17.2	OxySure will be relieved of its obligations under Section 17.1 unless Distributor or its Customers
notify OxySure, in writing, of such action, within three (3) days of its receipt of notice of same and gives OxySure full information
and assistance to settle and/or defend any such action. If relieved of its obligation under Section 17.1, OxySure may assume such
obligation upon written notice to the Distributor.



 


		17.3	OxySure assumes no liability for, and Distributor agrees to indemnify and hold OxySure harmless
to the same extent as that indemnification identified in Section 17.1, for:



 


(a) any infringements
covering completed equipment or any assembly, combination, or method in which any of the Products may be used, but not covering
such Products standing alone; or


 


(b) any trademark
infringement involving any marketing or branding not applied by OxySure or involving any marking or branding applied at the request
of Distributor; or


 


(c) any modification
of the Products unless such modification was made by OxySure®.


 


		18.	General Provisions



 


		18.1	Entire Agreement. This Agreement, which includes the Exhibits, sets forth the entire agreement
and understanding of the parties relating to the subject matter herein and supersedes all prior discussions between them whether
written or oral. The following Exhibits are attached hereto and made a part hereof for all purposes:



 





	 	Exhibit Letter	 	Name of Exhibit	 
	 	A	 	Description of Products	 
	 	B	 	Description of Territory and Channel	 
	 	C	 	Minimum Net Sales	 
	 	D	 	Payment Terms	 
	 	E	 	Return Goods Policy	 
	 	F	 	Limited Product Warranty	 
	 	G	 	Pricing & Discount Schedule	 
	 	H	 	Internet Distribution Attachment	 




 


		18.2	Assignment. Distributor may not assign or transfer its right under this Agreement without
the prior written consent of OxySure®.



 


		18.3	Modifications and Waiver. This Agreement may be modified only in writing, signed within
the authority granted by each party, and shall not be modified, varied, superseded or construed in a particular manner due to any
course of conduct, trade usage, custom or dealing or any statute or common law. It is expressly agreed and understood that the
waiver by a party of its rights, or any portion of its rights, under this Agreement in any particular instance or instances, whether
intentional or otherwise, shall not be construed as a continuing waiver which would prevent the subsequent enforcement of such
rights, or as a waiver of any other rights hereunder.



 


		18.4	Headings. The headings of this Agreement are for convenience of reference only, and are
not intended to be part of or to affect the meaning or interpretation of this Agreement.



 


		18.5	Notices. All notices under this Agreement shall be deemed sufficient if sent by certified
or registered mail (postage prepaid) with return receipt requested, overnight or air courier, facsimile, telex, or cable to the
party, at the addresses identified herein, to whom such notice is required or permitted to be given. Any such notice shall be deemed
to have been received on the next business day after transmission by facsimile, telex, cable or overnight or air courier, and on
the third business day after transmission by certified or registered U.S. mail, return receipt requested.



 





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Distribution Agreement



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		18.6	Severability. Whenever possible, each provision of the Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of the Agreement should be prohibited or
invalid, in whole or in part, under applicable law, such provisions shall be ineffective only to the extent of such prohibition
or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.



 


		18.7	Governing Law. This Agreement is governed by the substantive laws of the State of Texas,
U.S.A. Any actions related to this Agreement must be brought in the courts located in Dallas County, State of Texas.



 


		18.8	Language Construction. The language in all parts of this Agreement shall be construed, in
all cases, according to its fair meaning, and not for or against either party hereto. The parties acknowledge that each party and
its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement



 


		18.9	Negotiation, Mediation, and Arbitration. The parties will attempt in good faith to resolve
any controversy or dispute arising out of or relating to this Agreement promptly by negotiations between or among the parties.
If any party reaches the conclusion that the controversy or dispute cannot be resolved by unassisted negotiations, such party may
notify the American Arbitration Association (“AAA”), 140 West 51st Street, New York, New York 10020 [telephone (212)
484-3266; fax (212) 307-4387]. AAA will promptly designate a mediator who is independent and impartial, and AAA’s decision
about the identity of the mediator will be final and binding. The parties agree to conduct mediated negotiations in Dallas, Texas,
within thirty (30) days after the notice of mediation is sent. If the dispute is not resolved by negotiation or mediation within
thirty (30) days after the first notice to AAA is sent, then, upon notice by any party to the other affected parties and to AAA,
the controversy or dispute shall be submitted to a sole arbitrator who is independent and impartial, selected in accordance with
the rules of the AAA, for binding arbitration in Dallas, Texas, in accordance with AAA’s Commercial Arbitration Rules. The
arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16 (or by the same principles enunciated
by such Act in the event it may not be technically applicable).



 


The parties agree that they will
faithfully observe this Agreement and will abide by and perform any award rendered by the arbitrator. The award or judgment of
the arbitrator shall be final and binding on all parties. No litigation or other proceeding may be instituted in any court for
the purpose of adjudicating, interpreting or enforcing any of the rights or obligations relating to the subject matter hereof,
whether or not covered by the express terms of this Agreement, or for the purpose of adjudicating a breach or determination of
the validity of this Agreement, or for the purpose of appealing any decision of an arbitrator, except a proceeding instituted for
the sole purpose of having the award or judgment of an arbitrator entered and enforced or for the sole purpose of seeking a temporary
restraining order or temporary or permanent injunction (provided, that any damages or costs issues shall not be decided by any
court hearing such petition but shall be adjudicated in accordance with the mediation and arbitration procedures set forth herein).
If any party becomes the subject of a bankruptcy, receivership or other similar proceeding under the laws of the United States
of America, any state or commonwealth or any other nation or political subdivision thereof, any factual or substantive legal issues
arising in or during the pendency of any such proceeding shall be subject to all of the foregoing mandatory mediation and arbitration
provisions and shall be resolved in accordance therewith.


 


The Agreements contained herein
have been given for valuable consideration, are coupled with an interest and are not intended to be executory contracts. Section
10.7 controls over any conflict between Section 10.7 and this Section 18.9.


 





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Distribution Agreement



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IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their respective authorized representatives or officers, effective as of the day and year
indicated above.


 


	DISTRIBUTOR:	 	OxySure®Systems, Inc.:
	 	 	 	 	 
	Name: 	 	OxySure® Systems, Inc..
	Company:  	 	10880 John W. Elliott Drive, Suite 600
	Address  	 	Frisco, Texas, 75034 USA
	 	 	 	PH:(+1) 972-294-6450
	PH:       	 	FAX:(+1) 972-294-6501
	FAX:	 	EMAIL: jross@oxysure.com 
	EMAIL:	 	 	 
	 	 	 	 
	By:	 	 	By:	 
	Title:	 	 	 	Julian Ross
	 	 	 	 	Chairman and CEO
	 	 	 	 
	Date:	 	 	Date:	 





 





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Distribution Agreement



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EXHIBIT A


Products 


 


The Products shall be defined as all OxySure® products
and accessories for such products, including (but not limited to)


 


	Part 

Number	Description
	615-00  	Model 615 Portable Emergency Oxygen Unit, complete system
	615-01 	Model 615 Replaceable Cartridge w/Mask
	615-02 	Replacement Adult Mask 
	615-03	Replacement Pediatric Mask
	615-04	Display Cabinet with Alarm and Emergency Oxygen marking
	615-05	Custom (Emergency Oxygen) Wall-mounted Display Cabinet w/Alarm
	615-07	OxySure Wall Sign
	615-09	OxySure Thermal Bag
	615-10	Resuscitator Bag, Adult
	615-11	Resuscitator Bag, Pediatric
	615-12	Pulse Oximeter – Standard
	615-13	Pulse Oximeter – Premium
	615-15	Combination Wall Mount Cabinet for OxySure and AED


 


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Distribution Agreement



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EXHIBIT B


 


Territory and Channel


 


1.The Territory is defined as (check all that apply):


 


		☐	The following areas within the United States:



 


			______NA_______________________________



 


			________________________________________



 


			________________________________________



 


		☒	The following countries (requires Attachment B-1, International Terms, to be attached):



 


	 	 	SAUDI ARABIA
			________________________________________
			________________________________________
	 	 	 
	 	 	If the Territory includes any
country other than the United States, Distributor hereby consents to and is bound by the terms of Attachment B-1, International
Terms.






 


2.The Channel is defined as:


 


All non-retail and retail channels.


 





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Distribution Agreement



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ATTACHMENT B-1

International Terms


 


If the Territory includes any country other
than the United States, then this Attachment B-1 will be incorporated into and made part of the Distribution Agreement between
OxySure and Distributor. All capitalized terms not defined in this Attachment have the definitions set forth in the Distribution
Agreement


 


1.Distributor shall be responsible for
translating at its expense all marketing and promotional materials provided by OxySure, including any manuals, into the language
or languages used in the Territory. Distributor shall promptly deliver to OxySure a copy of such translation in the formats reasonably
requested by OxySure. Such translations will be deemed a “work for hire” as such term is used in United States copyright
law, and OxySure will be considered the author and owner of all rights in and to such translation. To the extent the translation
is not a work for hire, Distributor hereby assigns to OxySure, and agrees that OxySure will have, all ownership rights in the manuals
and translations created or provided by Distributor. Distributor shall provide all documentation (including written assignments)
reasonably requested by OxySure® to confirm its ownership of the manuals and translations. Distributor shall make
such changes to the marketing and promotional materials as are required to comply with the law of the countries, or political subdivisions
in the Territory, but only with the prior approval of OxySure. Ownership of all marketing and promotional materials remain with
OxySure.


 


2.OxySure shall use commercially reasonable
efforts to ship Products sold hereunder within the period and by a carrier designated in each accepted purchase order, and FOB
the relevant OxySure® facility determined by OxySure. Distributor shall be responsible for obtaining all licenses
required to import Products into the Territory. OxySure® shall be responsible for obtaining all licenses required
to export products from the United States. All freight, transportation, rigging, crating, packing, drayage, insurance, and handling
charges, as well as any other expenses that are not specifically allocated to OxySure in this Attachment B-1, will be paid by Distributor.
Title, possession and risk of loss shall pass to Distributor upon delivery of the Products by OxySure to the designated carrier
or freight forwarder.


 


3.OxySure® and Distributor
agree that if it is required by applicable law, this Agreement shall be approved by and/or registered with the appropriate governmental
authorities. The rights and obligations of OxySure® and Distributor under this Agreement are subject to any such
government approval, registration or recordation, including import and export certificates (“Approvals”). Distributor
is responsible and shall bear the cost for promptly obtaining and maintaining any such Approvals from requisite government agencies
in the Territory for Distributor and OxySure to advertise, market, sell, distribute, license, and support the Products in the Territory.
To the extent additional Approvals are required for new or existing OxySure® Products, or to the extent countries
other than those set forth in the Territory are now or hereafter included in the Territory, then Distributor shall bear the sole
cost and responsibility for promptly obtaining such Approvals, including compliance with all local content requirements, effective
as of the date of this Agreement, or as such requirements may subsequently be modified. All costs of compliance, and whatever actions
may be required (whether legal, manufacturing, assembly or otherwise) shall be the sole financial responsibility and obligation
of Distributor. To the extent any governmental approval would require OxySure® to change or modify its Products,
OxySure® shall have no obligation to do so, and may at its discretion terminate this Agreement with Distributor
with no further obligation hereunder, in order to avoid the threat of non-compliance with governmental regulations. Distributor
agrees that it shall not submit any information to governmental authorities with respect to this Agreement without the prior written
approval of OxySure®; provided however, that the foregoing shall not apply in the event that formal or informal
proceedings are instituted against Distributor or in the event that a dispute between OxySure and Distributor is submitted to any
tribunal having jurisdiction over such matters.


 


4.Distributor shall provide OxySure with
evidence of all government permits, certificates or approvals. Distributor shall provide to OxySure promptly upon its request such
evidence as OxySure® shall require, including, but not limited to, an opinion of counsel of the Territory (which
counsel must be approved by OxySure in its sole discretion although the costs of such opinion shall be borne by Distributor), of
compliance by Distributor with the applicable import regulations of jurisdictions within the Territory or any other applicable
jurisdiction, including those governing the filing of proper import documentation and the payment of all duties and fees of any
nature whatsoever required for such import.


 





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5.Distributor shall comply with, and Distributor
shall require its Customers to comply with, the United States Export Administration Act, the United States Anti-Boycott provisions
and the United States Foreign Corrupt Practices Act (“FCPA”), as well as all applicable statutes, rules and regulations
in the United States and the Territory, as the same may be amended from time to time. Distributor represents and warrants to OxySure
that it is familiar with the terms and provisions of the FCPA and the purposes of the FCPA. Distributor further represents and
warrants that (a) except as otherwise disclosed in writing to OxySure® prior to execution of this Agreement, neither
it nor any of its owners, staff members or Affiliates are officials, officers or representatives of any government or candidate
for political office, and (b) that no part of the proceeds from sales of the Products will be used by it for any purpose or to
take any action which will constitute a violation of any law of any government in the Territory or any part thereof or the United
States, including the FCPA.


 


6.This Agreement is an international transaction
for the sale of goods in which the specification of United States Dollars and payment in Frisco, Texas is of the essence and United
States Dollars shall be the currency of account in all events. The payment obligations of distributor shall not be discharged by
an amount paid by Distributor in another currency or at another place, whether pursuant to a judgment or otherwise, to the extent
that the amount so paid on prompt conversion to United States Dollars and transferred to Frisco, Texas under normal banking procedures
does not yield the amount of United States Dollars in Frisco, Texas due hereunder. If any payment by Distributor, whether pursuant
to a judgment or otherwise, upon conversion and transfer does not result in payment of such amount of United States Dollars due
hereunder in Frisco, Texas, Distributor shall compensate OxySure for the additional amount necessary to yield the amount due and
owing to OxySure.


 


7.Distributor agrees specifically that
it will not directly or indirectly export or re-export the Products or any technical data or service that is the direct product
of the Products to any country outside the Territory without the written permission of OxySure.


 


8.The parties expressly agree that the
International Convention for the Sale of Goods will not apply to this Agreement.


 


9.The parties agree to mutually cooperate,
one with the other, in notifying the other parties of any laws or of any changes in their respective domestic laws or laws of the
Territory which might impact on any purchase orders, this Agreement or its exhibits, including but not limited to export/import
controls, currency restrictions, competition requirements, and technology/licensing transfers.


 


10.This Agreement (including any exhibits
or attachments hereto) shall be executed in English only. If any dispute or question of interpretation concerning this Agreement
or any other materials related to this Agreement arises, the provisions of the English language version shall control.


 


	DISTRIBUTOR: 	OxySure® Systems, Inc.:
	 	 	 	 	 
	By:	 	 	By:	 
	
         

        Title:
	 	 		 
	 	 	 	 	 
	Date:	 	 	Date:	 


 





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EXHIBIT C


Minimum Net
Purchases


 


During the Initial Term: Distributor shall purchase a minimum
of 2,000 Units of Model 615 (Part Number 615-00) per annum (averaged over the first three (3) years of the agreement), or
the dollar equivalent thereof in purchases; plus a minimum of 4,000 Units of Model 615 Replaceable Cartridge w/Mask (Part Number
615-01) per annum (averaged over the first three (3) years of the agreement)


 


Thereafter, for each Renewal Term, the Minimum
Net Purchases shall be agreed to by the Parties pursuant to Section 4 of the Agreement, but in no event shall the annual minimum
purchase during each Renewal Term be less than the number of units sold during the Initial Term.


 


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Distribution Agreement



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EXHIBIT D


Payment Terms


  


Payment in advance of shipment.


 





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EXHIBIT E


 


THE FOLLOWING POLICY AND PROCEDURE ARE APPLICABLE
TO THOSE PRODUCTS TO WHICH A LIMITED WARRANTY DOES NOT APPLY, THE PROVISIONS HEREINBELOW ARE TO BE CONSTRUED IN A MANNER CONSISTENT
WITH THE TERMS AND CONDITIONS OF THE AGREEMENT AND DO NOT REPRESENT ADDITIONAL WARRANTIES, GUARANTIES OR REPRESENTATIONS:


 


		1.	Before any product may be returned, a Return Materials Authorization number (RMA#) must
be secured. RMA#’s can only be issued by OxySure’s Customer Service.



 


			To assist in the return process, the Customer/Distributor is required to provide Customer Service
the following information:



 


			(a) OxySure Product Code and Lot Number



 


			(b) Quantity Customer/Distributor Wishes to Return



 


			(c) Order Number Associated with the Products



 


			(d) OxySure’s Original Invoice Number



 


			(e) Reasons for Return



 


		2.	All Products returned shall be shipped to OxySure, freight prepaid, unless the return is due to
OxySure® error, such determination being made in OxySure’s sole discretion. On all international returns,
OxySure® will specify the method of shipment.



 


		3.	Items eligible for full credit:



 


(a) Products shipped in error.


 


(b) Products ordered in error, if
authorized for return within thirty (30) days of receipt.


 


(c) Defective Products due to OxySure®
workmanship.


 


		4.	Items not eligible for return:



 


		(a)	Custom products or products sold on a “No-return” basis.



 


		(b)	Goods held over ninety (90) days from the original Invoice Date.



 


		(c)	Partial cases or quantities less than minimum order quantity.



 


		(d)	Products unsalable due to re-design, preprocessing, revision, or obsolescence.



 


		(e)	Demonstration products.



 


		(f)	Products no longer in their original packaging, used, or damaged through no fault of OxySure®.



 


		5.	A 20% Restocking Fee will be assessed on all returns authorized over (thirty (30) days)
after the original Invoice Date.



 








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EXHIBIT F


Limited Product Warranty


 


Refer to the Product literature packaged with
each Product, such being incorporated by reference herein, for any applicable Customer limited warranty.








 





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Distribution Agreement



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EXHIBIT G


Pricing Schedule


 


	 	MSRP	Volume Range Min	Volume Range Max	Unit Price, Authorized
	 	 	#Units	#Units	Distributors Only
	 	 	 	 	 
	Model 615, Base Systems (SKU 615-00)1:	 	 
	 	$349.003 	1 	+
	$209.00
	 	 	 	 	 
	Model 615, Cartridges (SKU 615-01)2:	 	 
	 	$149.003 	1 	+
	$101.00


 


	Model 615, Mask/Tray (SKU 615-03):	 	 
	 	$25.00 	1
	499
	$14.50
	 	 	 
	Model 615, Pediatric Mask/Tray (SKU 615-04):
	 	$27.50 	1
	499
	$15.00
	 	 	 	 	 
	Custom (Emergency Oxygen) Wall-mounted Display Cabinet (SKU 615-05):
	 	$349.00 	 1 	 50 	209.40
	 	 	 	 	 
	OxySure Wall Sign (SKU 615-07):
	 	$18.95 	1	+	$10.00
	 
	OxySure Thermal Bag (SKU 615-09):
	 	$89.00 	1	+	$55.00
	 
	Resuscitator Bag, Adult (SKU 615-10):
	 	$36.00 	1	+	$24.00
	 
	Resuscitator Bag, Pediatric (SKU 615-11):
	 	$38.00 	1	+	$25.00
	 
	Pulse Oximeter – Standard (SKU 615-12):
	 	$99.00 	Min order qty=12	+	$67.00
	 
	Pulse Oximeter – Premium (SKU 615-13):
	 	$129.00 	Min order qty=12	+	$87.50
	 	 	 	 	 
	Pulse Oximeter – Premium (SKU 615-13):
	 	$369.00	1	+	$219.00



 





Notes: (1) Model 615 is shipped “Rescue Ready,” and
includes a cartridge and adult mask. (2) Replacement Cartridges come with standard Adult masks. (3) These products are subject
to a MAP (Minimum Advertised Pricing).




 





Volume refers to purchase order volume. All Prices are FOB Frisco,
Texas, USA.


 





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Distribution Agreement



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EXHIBIT H


Internet Distribution Attachment


 


To be effective, this Internet Distribution
Attachment must be signed by both OXYSURE® SYSTEMS, INC. (“OxySure” or “OxySure®”),
and  (the “Distributor”). Once effective, this Exhibit H will be incorporated into and made part
of the Distribution Agreement between OxySure® and Distributor. All capitalized terms not defined in this Attachment
have the definitions set forth in the Distribution Agreement.


 


1.Effective Date. This Internet
Distribution Attachment is effective as of _____________________________.


 


2.Internet Promotion and Distribution.
This Internet Distribution Attachment governs all promotion, sale, advertising, marketing and other offers made via electronic
means, including via the Internet. Internet promotions includes the following: (a) offering or displaying the Product through any
online channel, including but not limited to via the Web (HTTP), RSS, FTP, or other method, (b) email offers to multiple individuals
or companies, (c) promotions and advertising embedded or appearing in software products, (d) promotions and advertising embedded
in or associated with streaming or downloadable media, including audio and video media, and (e) any other methods or means similar
or related to those currently available via the Internet.


 


3.Distributor’s Promotion.
Distributor intends to promote, sell, advertise, market and otherwise offer the Products through the following websites and methods:


 


___________________________________________________________________________________


 


___________________________________________________________________________________


 


___________________________________________________________________________________


 


___________________________________________________________________________________


 


Distributor and OxySure® may
add additional websites and methods by mutual written agreement.


 


Distributor shall be solely responsible for
all costs and charges associated with its Internet promotion, including all server and bandwidth charges.


 


4.Territory.
Distributor shall implement technological and other measures to ensure that Products are not (a) promoted outside of the Territory,
or (b) shipped outside of the Territory. Such measures may include page access denial for IP addresses outside the Territory, a
prominent disclaimer on the Product page stating that Products will not be shipped outside the Territory, and canceling orders
to be shipped to addresses outside the Territory.


 


5.Pricing. To the extent
the pricing offered by Distributor through an Internet promotion is lower than the Manufacturer Suggested Retail Price, Distributor
shall ensure that (a) the price may be viewed only by users on Distributor’s website that have logged in using a valid username
and password, and (b) the price is not distributed via email, except in response to a valid inquiry requesting the price.


 


6.Photos and Graphics. Any
Product photos or graphics used in an Internet promotion must accurately depict the Product, and must clearly display all trademarks
that actually appear on the Product. Distributor may use Product photos provided by OxySure®, so long as such photos
are not altered in any manner and all copyright notices appearing on the photo remain intact.


 


7.Manuals and Documentation.
Distributor may not post any photos, scans or other versions of Product manuals or other documentation related to the Products
without the prior written consent of OxySure®.


 


8.Product Reviews. Distributor
may allow Customers to post reviews of the Product, provided that Distributor will remove any Product review that OxySure reasonably
believes is false, misleading, or not supported by verifiable evidence.





 


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IN WITNESS WHEREOF, the parties hereto have
caused this Internet Distribution Attachment to be executed by their respective authorized representatives or officers, effective
as of the day and year indicated above.


 





	DISTRIBUTOR:
    	OxySure®
    Systems, Inc.:
	 	 	 	 	 
	By:	 	 	By:	 
	
         

        Title:
	 	 		 
	 	 	 	 	 
	Date:	 	 	Date:	 


 


 





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Distribution Agreement


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