EXCLUSIVE
DISTRIBUTION AGREEMENT


 


THIS
EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement” or this “Exclusive Distribution Agreement) is entered into
effective as of 01/11/2016 (the “Effective Date”) by and between Blow & Drive Interlock Corporation (and any
of its subsidiaries) (“Supplier”) having an address at 137 South Robertson Blvd, Suite 129, Beverly Hills, CA
90211 and dba BLOW & DRIVE HOUSTON


 


(“Distributor”),
whose address is 14011 WHISPERING PALMS HOUSTON TX 77066


 


The
parties agree as follows:


 


1.
APPOINTMENT.


 


a.
Blow & Drive Interlock and its subsidiary BDI Manufacturing is a manufacturer and supplier of a proprietary breath alcohol
ignition interlock device (“BDI-747/1”) designed for use in motor vehicles. As a distributor you will lease, install,
periodically service, remove and support, as required, the Interlock Device. Subject to the terms and conditions of this Exclusive
Distribution Agreement, Supplier appoints Distributor, and Distributor accepts such appointment and agrees to act as Supplier’s
exclusive distributor of the Supplier Products (defined below) within the geographical territory defined as follows (the “Territory”):
TEXAS COUNTIES OF HARRIS, MONTGOMERY, WALKER, SAN JACINTO,LIBERTY, CHAMBERS, GALVESTON,GRIMES, FORT BEND, BRAZORIA, & WALLER


 


b.
Distributor agrees to exercise its best efforts to (a) promote the lease of and obtain orders for the Supplier Products in
the Territory; (b) abide by Supplier’s policies and procedures with regard to the purchase lease and support of
Supplier Products; and (c) conduct its business in a manner that reflects favorably at all times on the Supplier Products and
the good name, goodwill and reputation of Supplier or its affiliates. Distributor acknowledges and agrees that it has no
rights or claims of any type to the Supplier Products, or any aspect thereof, except such rights as are created by this
Exclusive Distribution Agreement. Distributor agrees that it shall not and is not authorized to promote, resell, deliver,
install, service or otherwise support the Supplier Products outside of the Territory without prior written consent of the
Supplier.


 






    	 	 	 



    	 



    

 





 


2.
PRODUCTS AND PRICING INITIAL FEES


 


Distributor
agrees to pay a onetime Software License and Support Fee of 10,000 to Supplier. Distributor will pay supplier a non-refundable
amount of 10,000 on 1/11/2016.


 


Other
terms and conditions include:


 


	●	Distributor
    agrees to pay a $150 unit registration fee
	 	 
	●	A
    monthly payment of $35.00 per unit begins 30 days after the unit is in Distributors inventory.


 


3.
APPROVALS.


 


Supplier
shall obtain, at its own expense, such approvals, consents, certifications, permits and other authorizations, including all approvals
as are required to qualify the Supplier Products for sale and use in the Territory for all purposes, both governmental and non-governmental


 


Lwainer


Lwainer


 


4.
EXCLUSIVITY.


 


Supplier’s
appointment of Distributor in Section 1 of this Agreement is an exclusive appointment to distribute the Products in the Territory.
Supplier may independently advertise, but may not solicit or make sales of distributor Products, or appoint additional distributors
for Supplier Products in the Territory.


 


5.
SALES OUTSIDE OF THE TERRITORY.


 


Distributor
shall promote the sale of Supplier Products in the Territory on its website. Notwithstanding the foregoing sentence, Distributor
shall not actively advertise or actively solicit orders for Supplier Products outside of the Territory without prior written consent.


 






    	 	 	 



    	 



    

 





 


6.
ORDERS.


 


All
requests for inventory will be transmitted by Distributor to Supplier and shall be in writing by distributor. The supplier will
maintain a sufficient inventory of the Interlock devices to provide to the distributor upon request, provided the distributor
is not in breach of the agreement. Each request submitted shall constitute an offer by Distributor to lease the Supplier Products
described in such order and, shall give rise to a contractual obligation of Distributor to lease the said products on the terms
and conditions set forth in this Agreement. All expenses arising out of the change or cancellation of an order after acceptance
by Supplier, including the cost of diversion, cancellation or re-consignment of shipments, and any reasonable restocking charge,
shall be paid by Distributor within 30 days.


 


7.
PAYMENT AND DELIVERY.


 


The
monthly lease price and or unit registration fee shall be quoted and payable in U. S. Dollars to Supplier at the address specified
on the lease order. Unless otherwise agreed by the parties in writing, payment shall be made by Distributor by wire transfer or
check at the end of each calendar month. The Supplier Products shall be delivered to the Distributors physical address as listed
in this document. Risk of loss for the Supplier Products shall pass upon delivery to the named carrier at Supplier’s facilities.


 


	●	A
    onetime fee in the amount of $ 10,000 is due on 1/11/2016. Supplier will provide distributor with our Starter
    Equipment Package which includes: Proprietary software preloaded, software license, unlimited software support, one (1) roll
    double sided tape, 500ft 18 gauge black wire, 500ft 18 gauge red wire, fifty (50) butt connectors, one (1) screwdriver kit,
    one (1) auto simulator, one (1)dry gas calibration kit, one (1) power supply, fifty (50) mouthpieces and one (1) drill and
    a skin of our website.
	 	 
	●	A
    unit registration fee in the amount of $150
	 	 
	●	A
    Net thirty (30) days on the balance upon delivery. (Net thirty is defined as all equipment and in the course of any month
    shall be due and paid in full 30 days after the end of billing for that month)


 


8.
SECURITY INTEREST.


 


Notwithstanding
the passage of title, Supplier shall retain a security interest in all Supplier Products delivered until amounts for which Distributor
is responsible under this Agreement have been received by Supplier. Supplier shall have all rights of a secured party, including
the right to file a financing statement under the Uniform Commercial Code or a comparable law within the Territory to protect
Supplier’s security interest. In the event Distributor defaults in its payment obligations, Supplier will have the right
to enter the premises of Distributor to recover possession of all Supplier Products on said premises, to recover all Supplier
Products supplied by Distributor to its customers and associated supplies or software, and to pursue any other remedy existing
at law or equity. Distributor, for itself and on behalf of its customers, hereby waives a prior hearing and demand for Supplier’s
exercise of such rights.


 






    	 	 	 



    	 



    

 


 


 


9.
RESALE PRICE AND EXPENSES.


 


Distributor
shall set the lease price and installation fees at which the Supplier Products are sold or licensed by it in the Territory. Distributor
shall be solely responsible for the costs involved in the distribution of the Supplier Products, including sales costs, any and
all banking charges, shipping and handling costs, installation costs or other operating expenses, letter of credit costs, wire
transfer fees and other costs associated with making payment, and taxes, however designated, except that Distributor shall not
be liable for taxes imposed that are based on Supplier’s income.


 


10.
PROMOTIONAL LITERATURE.


 


Supplier
agrees to furnish, in English, to Distributor (via email in pdf format) such descriptive literature, advertising materials, technical
manuals and sales promotional materials concerning the Supplier Products as Supplier may, from time to time, have available for
such purposes Distributor shall have the right to translate such materials into the languages of the Territory at its own expense.
Supplier shall retain ownership of all proprietary rights, including, intellectual property rights to the translated versions
of the materials. Distributor will be solely responsible for the accuracy of the translations and will provide Supplier with a
copy of each translated work. Distributor shall promptly revise (at Distributor’s costs) the materials upon notice from
Supplier.


 


11.
OBLIGATIONS OF SUPPLIER.


 


Initial
Training Program: The Initial Training Program will consist of approximately three (3) weeks of training that must be completed.
Supplier shall provide the Initial Training Program for the independent third (3rd) party installers and the Principal Owner of
distributor’s place of business if distributor requests supplier to provide the Initial Training Program to any of its employees
in addition to the Principal Owner, supplier agrees to do so at no additional charge to distributor. Supplier shall determine
the contents and manner of conducting the Initial Training Program, at its discretion. If for any


 


LW


 


reason
distributor loses a service center, supplier must be notified and will on a best efforts basis replace lost service centers .In
addition, supplier shall pay all transportation costs, food, lodging and similar costs incurred in connection with training program.
Manuals. Supplier shall lend a copy of, or provide distributor with access to, the Manuals for use during the Term. The Manuals
may be mailed, e-mailed, made available for download from supplier’s website, or franchise internet portal, or otherwise
delivered to distributor. The Manuals shall contain mandatory state specifications, standards, and operating procedures. All specifications,
standards, operating procedures and rules in the Manuals, or otherwise communicated to distributor in writing, shall constitute
obligations under this Agreement as if fully set forth in this Agreement. The Manuals may be modified from time to time to reflect
changes. All modifications to the Manuals shall be binding upon distributor upon being mailed, e-mailed, made available for download
from supplier’s website, or supplier’s internet portal, or otherwise delivered to distributor. Supplier may provide
regular consultation and advice to distributor in response to distributor inquiries about specific administrative and operating
issues that distributor brings to suppliers attention during the Term, including, without limitation, reporting customer interlock
data to Governmental Authorities and mandatory and recommended standards and operating procedures. Consultation and advice may
be provided by telephone, in writing electronically, in person, or by other means. Toll-Free Telephone Number. Supplier shall
maintain a toll-free telephone number for Distributor’s use for consultations with supplier and for communications to distributor
and suppliers from Governmental Authorities. The toll-free number will appear on the Governmental Authorities’ lists of
breath alcohol ignition interlock device manufacturers and providers. Supplier shall assist distributor in reporting distributor’s
customer data to the appropriate Governmental Authorities. Supplier shall forward all calls from potential customers in the Territory
to distributor.


 






    	 	 	 



    	 



    

 





 


12.
USE OF TRADEMARKS.


 


Distributor
shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations
in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments
on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Distributor expressly agrees
that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively,
the “Supplier Trademarks”) is granted by this Agreement. Distributor may, however, indicate in its advertising and
marketing materials that it is a distributor for Supplier Products and may as necessary, incidentally use the Supplier Trademarks
in its sales/marketing efforts.


 


Upon
request by Supplier, Distributor will place proper trademark, copyright and patent notices in its advertisements, promotional
brochures and other marketing materials for Supplier Products. Supplier reserves the right to review Distributor’s marketing
and sales materials prior to their publication or use. No rights shall inure to Distributor as a result of any such use or reference,
and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier.


 


Upon
termination of this Agreement for any reason, Distributor will immediately cease using the Supplier Trademarks as allowed in
this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public
records, telephone books, other directories, remove any visual displays or literature at Distributor’s location, the
Internet and elsewhere that would indicate or would lead the public to believe that Distributor is the representative of
Supplier (or any of its affiliates) or Supplier’s (or any of its affiliates’) products or services; and (b)
cancel, abandon or transfer (as requested by Supplier) any product licenses, trade name filings, trademark applications or
registrations or other filings with the governments of the Territory (whether or not such filings were authorized by
Supplier) that may incorporate the Supplier Trademarks or any marks or names confusingly similar to the Supplier Trademarks.
Upon Distributor’s failure to comply with this paragraph, Supplier may make application for such removals,
cancellations, abandonments or transfers in Distributor’s name. Distributor shall render assistance to and reimburse
Supplier for expenses incurred in enforcing this paragraph.


 






    	 	 	 



    	 



    

 





 


13.
INFRINGEMENT BY THIRD PARTIES.


 


Distributor
will cooperate fully with and assist Supplier in its efforts to protect Supplier’s intellectual property rights within the
Territory and shall exercise reasonable diligence to detect and shall immediately advise Supplier if Distributor has knowledge
of any infringement of any patents, trademarks, copyrights or other intellectual property rights owned or used by Supplier.


 


14.
CONFIDENTIAL INFORMATION; NO REVERSE ENGINEERING.


 


Supplier
may provide Distributor with certain confidential or proprietary information (“Confidential Information”). Confidential
Information includes information, whether written, electronic or oral, which Distributor knows or reasonably should know is proprietary,
confidential or a trade secret of Supplier, including any and all technical or business information, the Software including its
source codes and documentation, specifications and design information for the Supplier Products, servicing information, customer
lists, pricing information, marketing information, policies, procedures and manuals regarding Supplier’s distributors or
distribution channels, research and development and other proprietary matter relating to the Supplier Products or business of
Supplier. Distributor will refrain from using the Confidential Information except to the extent necessary to exercise its rights
or perform its obligations under this Agreement. Distributor will likewise restrict its disclosure of the Confidential Information
to those who have a need to know such Confidential Information in order for Distributor to perform its obligations and enjoy its
rights under this Agreement. Such persons will be informed of and will agree to the provisions of this Section and Distributor
will remain responsible for any unauthorized use or disclosure of the Confidential Information by any of them. Upon termination
of this Agreement (or earlier, upon request by Supplier), Distributor shall cease to use all Confidential Information and promptly
return to Supplier (or destroy, upon request by Supplier) any documents (whether written or electronic) in its possession or under
its control that constitutes Confidential Information. During the term of this Agreement and thereafter, neither Distributor,
nor Distributor’s employees, independent contractors nor other agents shall (a) reverse engineer, decompile or otherwise
disassemble the Supplier Products from the products themselves or from any other information made available to them, or (b) otherwise
use any of the Confidential Information or Supplier provided training to support, maintain or otherwise service a third party’s
products or services.


 






    	 	 	 



    	 



    

 





 


15.
COMPLIANCE WITH LAWS.


 


In
connection with its obligations under this Agreement, Distributor agrees to comply with all federal, state, local and foreign
laws, constitutions, codes, statutes and ordinances of any governmental authority that may be applicable to Distributor, its activities
under this Agreement or the Supplier Products, including all applicable export control laws and regulations. Distributor agrees
to take all such further acts and execute all such further documents as Supplier reasonably may request in connection with such
compliance.


 


16.
PRODUCT WARRANTIES.


 


Supplier’s
sole obligation under this warranty shall be to provide, at no charge to Distributor, replacement Products. Defective Products
must be returned to Supplier (at Supplier’s cost) in order to receive warranty replacement and shall become Supplier’s
property. Supplier must repair or replace product within 30 days of return, Distributor must follow the procedures established
by Supplier from time to time.


 


b.
Warranty of Good Title. Supplier agrees to indemnify Distributor from any liability to any third party for infringement of United
States patents, copyrights, trademarks or trade secrets with respect to Supplier Products sold/licensed by Distributor pursuant
to this Agreement. This obligation does not extend to any foreign patents, copyrights, trademarks, or trade secrets or to any
Supplier Products manufactured or modified by Supplier to meet Distributor’s or a customer’s specifications. Supplier
shall, at its option, be allowed sole and exclusive control over the defense, settlement and compromise of any claims of infringement.
Supplier must be notified in writing by Distributor within 15 days of any third party claim which, if upheld, might result in
a liability subject to indemnification under this Subsection. If the distribution of the Supplier Products is threatened by a
claim of infringement, or is likely to be enjoined or liability for infringement is found, Supplier may, in its discretion and
at its sole option: (i) procure for Distributor the right to continue distributing the Supplier Products; or (ii) modify the Supplier
Products so as to make them non-infringing; or (iii) substitute non-infringing products; or (iv) refund the price paid by Distributor
for the Supplier Products in its possession subject to their return by Distributor and terminate this Agreement with respect to
the allegedly infringing products. THIS SUBSECTION STATES THE ENTIRE LIABILITY OF SUPPLIER WITH RESPECT TO INFRINGEMENT OF ANY
PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY ANY SUPPLIER PRODUCT.


 


c.
Disclaimer. EXCEPT AS PROVIDED IN THIS SECTION, SUPPLIER MAKES NO OTHER WARRANTY, PROMISE OR OBLIGATION WITH RESPECT TO THE SUPPLIER
PRODUCTS, THEIR USE, REPAIR OR PERFORMANCE. SUPPLIER DISCLAIMS ANY WARRANTY, PROMISE OR OBLIGATION THAT THE SUPPLIER PRODUCTS
SHALL BE FIT FOR ANY PARTICULAR USE OR PURPOSE, REGARDLESS OF WHETHER SUCH USE OR PURPOSE IS MADE KNOWN TO SUPPLIER OR NOT. SUPPLIER
DISCLAIMS ANY WARRANTY, PROMISE OR OBLIGATION THAT THE SUPPLIER PRODUCTS CONFORM TO ANY SAMPLES OR MODELS. SUPPLIER HEREBY DISCLAIMS
ALL OTHER WARRANTIES, PROMISES AND OBLIGATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES, PROMISES AND OBLIGATIONS
ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THE WARRANTIES SET FORTH IN THIS SECTION ARE INTENDED SOLELY FOR THE BENEFIT
OF DISTRIBUTOR. ALL CLAIMS UNDER THIS AGREEMENT SHALL BE MADE BY DISTRIBUTOR AND MAY NOT BE MADE BY DISTRIBUTOR’S CUSTOMERS.


 


d.
Distributor’s Warranties. Distributor agrees, at its cost, to provide its customers with, at a minimum, substantially the
same warranties as set forth in this agreement (Section 15). Distributor will assume all costs involved in providing any additional
warranties.


 






    	 	 	 



    	 



    

 







 





17.
INSURANCE


 


Supplier
shall, at its own cost and expense, purchase and maintain, continuously throughout the term hereof, the following insurance coverage,
against damage or loss caused by Supplier or its employees, agents, or products:


 


a.
Commercial General Liability in no less than $1,000,000 per occurrence and $3,000,000 aggregate limit for Bodily injury and Property
Damage, currently held by Admiral Insurance.


 


b.
Certificates evidencing all insurance required under this paragraph shall be provided to Distributor within ten (10) days
after, the execution of this Agreement and at any time thereafter upon request of Distributor. All policies shall be endorsed
to provide that they may not be terminated or canceled except upon thirty (30) days prior written notice by the insurer to
Distributor. Supplier must provide proof of such coverage to Distributor in the form of a certificate evidencing insurance
coverage and showing Distributor as an additional insured.


 


18.
INSPECTION OF RECORDS.


 


Distributor
shall keep accurate records of all its activities as reasonably necessary to determine its compliance with the terms and
conditions of this Agreement, including accounting records, customer sales records and governmental filings. Distributor
shall retain such records for at least a 3-year period following their creation or preparation. During the term of this
Agreement and for a period of 18 months thereafter, Supplier shall have the right to inspect and audit such
records.


 


19.
TERM AND TERMINATION.


 


Unless
earlier terminated as provided in this Agreement, the term of this Agreement shall commence upon delivery of State Certifications
and shall remain in full force and effect for 3 years following the Effective Date. Either party may terminate this Agreement
as follows: (a) Immediately upon 30 days’ prior notice with cause; (b) Immediately, for any breach or default of this Agreement
by the other party which has not been cured within 10 days after the delivery of notice thereof to the party alleged to be in
breach, specifying with particularity the condition, act, omission or course of conduct asserted to constitute such breach or
default; (c) Immediately, upon the dissolution, insolvency or any adjudication in bankruptcy of, or any assignment for the benefit
of creditors by, the other party or if the other party ceases to conduct business in the ordinary or normal course; (d) Immediately,
if required by law or by any rule, regulation, order, decree, judgment or other governmental act of any governmental authority;
or (e) Immediately by Supplier if Supplier reasonably suspects that Distributor breached any of its obligations of confidentiality
or protection of Supplier’s proprietary rights. This Agreement shall automatically renew for two (2) years unless either
party, only with cause, gives written notice to the other of its intent not to renew no later than thirty (30) calendar days prior
to the expiration of the current term. Upon any notice of termination of the Agreement because of the distributors breach or default,
the distributor will have the right to cure any monetary breach within 15 days or receiving the notice. Provided that after initial
term of this agreement distributor is not in breach AND distributor has gained at least a 5% market share of the Ignition Interlock
market in Territory assigned (as determined by Dr. Richard Roth and published on the website rothinterlock.org) then the right
to terminate shall be that of the distributor only.


 




    	 



    	 



    

 





 


20.
EFFECT OF TERMINATION.


 


Upon
notice of termination of this Agreement for any reason, the following provisions shall apply: (a) Supplier shall have the right
to immediately appoint another distributor to serve existing customers and continue sales efforts in the Territory; (b) Supplier
may continue to fill any orders from Distributor that have been accepted by Supplier prior to the termination of this Agreement
under the terms and conditions of this Agreement; (c) All outstanding balances owed by Distributor to Supplier shall become immediately
due and payable to Supplier; (d) Both parties shall at all times thereafter refrain from any conduct that would be inconsistent
with or likely to cause confusion with respect to the nature of their business relationship; (e) All rights granted to Distributor
under this Agreement shall cease, and where appropriate, revert to Supplier; and (f) Supplier, in its sole discretion, shall have
the right, but shall in no way be obligated (unless otherwise required by law), to inspect and repurchase all or any quantity
of the Supplier Products (including Supplier Products for demonstration and parts to service the Supplier Products) then owned
or ordered by Distributor at the lesser of (i) the original price paid by Distributor for such Supplier Products, or (ii) at the
then-current price to Distributor, and under both (i) or (ii), less any applicable restocking or refurbishing charge. Supplier
shall have the right to assign such option to repurchase to any other person whom it may designate. No consideration or indemnity
shall be payable to Distributor either for loss of profit, goodwill, customers or other like or unlike items, nor for advertising
costs, costs of samples or supplies, termination of employees, employees’ salaries and other like or unlike items. In no
event shall Distributor continue to represent itself as a Supplier distributor or representative after termination of this Agreement.
Supplier shall have no liability to Distributor by reason of any termination by Supplier. Distributor shall indemnify and hold
harmless Supplier from and against any and all liability, loss, damages and costs (including reasonable attorneys’ fees)
arising out of any claim by Distributor or any third party standing in the right of Distributor to any right of entitlement contrary
to the express terms of this Section.


 




    	 



    	 



    

 





 


21.
INDEMNIFICATION.


 


Distributor
agrees to indemnify and hold Supplier harmless from any and all actions, awards, claims, losses, damages, costs and expenses (including
reasonable attorneys’ fees) attributable to Distributor’s breach of this Agreement or to any negligent, grossly negligent,
willful or unlawful acts or omissions of Distributor, its employees, officers, agents, subcontractors, dealers or representatives.


 


22.
RELATIONSHIP OF THE PARTIES.


 


Distributor
is an independent contractor and not an employee, agent, affiliate, partner or joint venture with or of Supplier. Neither Distributor
nor Supplier shall have any right to enter into any contracts or commitments in the name of, or on behalf of the other or to bind
the other in any respect whatsoever, except insofar as is allowed by this Agreement.


 


23.
FORCE MAJEURE.


 


Neither
party shall be liable in the event that its performance of this Agreement is prevented, or rendered so difficult or expensive
as to be commercially impracticable, by reason of an Act of God, labor dispute, unavailability of transportation, goods or services,
governmental restrictions or actions, war (declared or undeclared) or other hostilities, or by any other event, condition or cause
which is not foreseeable on the Effective Date and is beyond the reasonable control of the party. It is expressly agreed that
any failure of the United States Government to issue a required license for the export of any Supplier Product ordered by Distributor
shall constitute an event of force majeure. In the event of non-performance or delay in performance attributable to any such causes,
the period allowed for performance of the applicable obligation under this Agreement will be extended for a period equal to the
period of the delay. However, the party so delayed shall use its best efforts, without obligation to expend substantial amounts
not otherwise required under this Agreement, to remove or overcome the cause of delay. In the event that the performance of a
party is delayed for more than 6 months, the other party shall have the right, which shall be exercisable for so long as the cause
of such delay shall continue to exist, to terminate this Agreement without liability for such termination.


 


24.
LIMITATION OF LIABILITY.


 


SUPPLIER
SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OR FOR ANY LOST PROFITS,
LOST SAVINGS OR LOSS OF REVENUES SUFFERED BY DISTRIBUTOR ARISING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SALE,
DISTRIBUTION OR USE OF SUPPLIER PRODUCTS. DISTRIBUTOR SHALL INDEMNIFY SUPPLIER AND HOLD IT HARMLESS FROM ANY CLAIMS, DEMANDS,
LIABILITIES, SUIT OR EXPENSES OF ANY KIND ARISING OUT OF THE SALE, SUBLICENSE OR USE OF SUPPLIER PRODUCTS IN THE TERRITORY OR
BY DISTRIBUTOR’S CUSTOMERS. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ANY REASON.


 




    	 



    	 



    

 





 


25.
GOVERNING LAW.


 


This
Agreement shall be governed in all respect by the laws of the State of Arizona, USA, which shall be applied without reference
to any conflict-of-laws rule under which different law might otherwise be applicable. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply to any purchases or transactions entered into pursuant to this Agreement.
Venue for any lawsuits brought by the parties to this Agreement against each other regarding or as a result of this Agreement
shall be proper only in an appropriate Arizona State Court or the United States District Court for the District of Arizona. Distributor
hereby submits itself to the exclusive jurisdiction of said courts and consents to service of process by confirmed facsimile transmission
or commercial courier (with written verification of receipt returned to the sender).


 


26.
ASSIGNMENT AND DELEGATION.


 


Distributor
shall have no right to assign any of its rights or delegate its obligations under this Agreement without the prior written consent
of Supplier. Any assignment or delegation attempted without such written consent shall be void and of no legal effect whatsoever.
This Agreement shall be binding upon the parties’ respective successors and permitted assigns.


 


27.
SEVERABILITY.


 


In
the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable
court or arbitration decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as
a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such
unenforceable or invalid provision within the limits of applicable law.


 


28.
CONSTRUCTION.


 


The
headings or titles preceding the text of the Sections and Subsections are inserted solely for convenience of reference, and shall
not constitute a part of this Agreement, nor shall they affect the meaning, construction or effect of this Agreement. Both parties
have participated in the negotiation and drafting of this Agreement. This Agreement is executed in the English language and may
be translated into another language for informational purposes only. In the event an ambiguity or question of intent or interpretation
arises, the English version of this Agreement shall prevail and this Agreement shall be construed as if drafted by both of the
parties and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of
any of the provisions of this Agreement.


 




    	 



    	 



    

 


 


 


29.
NOTICE.


 


Any
notice, consent or other communication required or permitted under this Agreement shall be written in English and shall be deemed
given when (a) delivered personally; (b) sent by confirmed facsimile transmission; or (c) sent by commercial courier with written
verification of receipt returned to the sender. Notice, consent or other communications (but not service of process) may also
be given by e-mail. Rejection or other refusal to accept or the inability to deliver because of changed address or facsimile number
of which no notice was given shall be deemed to constitute receipt of the notice, consent or communication sent. Names, addresses
and facsimile numbers for notices (unless and until written notice of other names, addresses and facsimile numbers are provided
by either or both parties) are provided below.


 





	If to Distributor:	 
	 	 	 
	Company:	dba
    BLOW & DRIVE HOUSTON	 
	 	 	 
	Attention:	KIMBERLEE
    GLEASON	 
	 	 	 
	Address:	14011
    WHISPERING PALMS HOUSTON TX 77066	 


 


If
to Supplier:


 


Blow
& Drive Interlock Corporation


 


Attention:
Laurence Wainer


 


137
South Robertson Blvd, Suite 129,


 


Beverly
Hills, CA 90211



 




    	 



    	 



    

 





 


30.
ENTIRE AGREEMENT; MODIFICATIONS; NO WAIVER; COUNTERPARTS AND SURVIVAL.


 


This
Agreement and the Exhibit attached hereto (which is specifically incorporated herein by this reference) contain the full and entire
agreement between the parties with respect to the subject matter hereof. It supersedes all prior negotiations, representations
and proposals, written or otherwise, relating to its subject matter. Any modifications, revisions or amendments to this Agreement
must be set forth in a writing signed by authorized representatives of both parties. Distributor acknowledges and agrees that
any failure on the part of Supplier to enforce at any time or for any period of time, any of the provisions of this Agreement
shall not be deemed or construed to be a waiver of such provisions or of the right of Supplier thereafter to enforce each and
every provision. This Agreement may be made in several counterparts, each of which shall be deemed an original. The provisions
of this Agreement that, by express terms of this Agreement, will not be fully performed during the term of this Agreement, shall
survive the termination of this Agreement to the extent applicable.


 


IN
WITNESS WHEREOF the parties have caused this Exclusive Distribution Agreement to be executed and delivered by their duly authorized
representatives.


 







	 	 	1/6/2016
	dba
    BLOW & DRIVE HOUSTON	 	 
	 	 	 
	Blow
    & Drive Interlock Corporation (and any of its subsidiaries)
	 	 	 
	/s/
    Laurence Wainer 	 	1/6/2016
	Laurence
    Wainer	 	 
	 	 	 
	C.E.O	 	 



 





	Signature:	/s/
    Kimberlee K Gleason	 	Signature:	/s/
    Laurence Wainer
	 	Kimberlee K Gleason (Jan 11, 2016)	 	 	Laurence Wainer (Jan 11, 2016)
	Email:
    	kgleason67@comcast.net	 	Email:	info@blowanddrive.com