Exhibit 10.5


 


EXCLUSIVE
MASTER DISTRIBUTION AGREEMENT 


BETWEEN 


NUTRIBAND,
INC. AND BEST CHOICE (EMI), INC.


 


THIS
EXCLUSIVE MASTER DISTRIBUTION AGREEMENT (this “Agreement”) is made as of the last date of signature (“Effective
Date”), by and between Nutriband, INC., a Nevada Corporation, having its principal office located at Celtic Ct, 309 Oviedo,
FL 32765, U.S.A, (hereinafter referred to as the “COMPANY’’), and Best Choice Inc., (EMI), having its principle
office located at 3399 #39, Saimdang-ro, Seocho-gu, Seoul, Republic of Korea, (hereinafter referred to as the “DISTRIBUTOR”),
collectively the “Parties”.


 


RECITALS


 


	 	A.	Distributor
    desires to be the exclusive Master distributor of any and all of the COMPANY’s current or future Nutriband products
    (the “Products”), in certain territories more fully described herein (the “Exclusive Territories”);
    and


 


	 	B.	The
    COMPANY desires to appoint DISTRIBUTOR as the Exclusive Master Distributor of the COMPANY’s Products in the Exclusive
    Territories and will provide DISTRIBUTOR with Confidential Information regarding the products, pursuant to the protections
    afforded the COMPANY herein, in order for DISTRIBUTOR to distribute said Products in the Exclusive Territories.


 


NOW
THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:


 


	l.	Recitals.


 


The
recitals as set forth above are incorporated herein and made a part of this Agreement.


 


	2.	Exclusive Territories.


 


The
Exclusive Territories shall be all of South Korea, Taiwan, the South Asia Countries, and Peoples Republic of China.


 


	3.	Appointment of Distributor
    and Exclusivity.


 


	 	(a)	The
    COMPANY hereby appoints the DISTRIBUTOR as its sole and exclusive master distributor of Nutriband Consumer Products and future
    line of Consumer products within the Exclusive Territories.


 


	 	(b)	DISTRIBUTOR
    may nominate affiliated or other companies to sell and/or market and distribute the Nutriband Consumer Products in the Exclusive
    Territories (“Sub-Distributors”), provided however such Sub-Distributors agree in writing to be bound by the terms
    of the Master Agreement and this Agreement,


 


	 	(c)	DISTRTBUTOR shall be
    responsible for any breaches of the Master Distribution Agreement.


 


	 	(d)	Consumer
    products are defined as Non-RX, non-diagnostic, non-medical and not requiring prescription or OTC labelling. Examples contain
    but are not limited to Nutriband Energy patch, Vitamin and ‘Mosquito repellant’


 


Agreement
or this Agreement made by such Sub-Distributor in the same manner as if any such breach was made by DISTRIUTOR itself.


 


	 	(e)	DISTRIBUTOR
    shall purchase the Products directly from the COMPANY (or any agent or third party designated by the COMPANY in writing) in
    DISTRIBUTOR’s own name and for DISTRIBUTOR’s own account and risk.


 


	 	(f)	DISTRIBUTOR
    may sell and/or lease the Products to third parties provided however, DISTRJBUTOR shall not sell and/or lease the Products
    to any third party that intends to market, sell or distribute the Products in China.


 






     


     


    

 


	 	(g)	DISTRIBUTOR
    shall use commercially reasonable efforts in promoting the Products which shall include but not be limited to marketing and
    advertising the COMPANY’s Products.


 


	 	(e)	The
    COMPANY shall direct and turn over any new requests for the Product or orders for the Product within the Exclusive Territories
    to the DISTRIBUTOR.


 


	 	(f)	Nothing
    in this Agreement shall constitute the right of the DISTRIBUTOR to act as agent for the COMPANY or to represent the COMPANY
    in anyway whatsoever. The DISTRIBUTOR shall have no authority whatsoever to enter into any obligations on behalf of the COMPANY.


 


	 	(g)	DISTRIBUTOR
    acknowledges that proprietary information is embodied in the Products and all data, information and materials supplied by
    the COMPANY to the DISTRIBUTOR or acquired by the DISTRIBUTOR in performance of this Agreement. DISTRIBUTOR agrees not to
    use. appropriate or disclose to others any such proprietary information, except as may be expressly permitted in writing by
    the COMPANY. DISTRIBUTOR agrees that all proprietary rights relating to the Products, including all copyrights, patents and
    trade secrets and all trade names, trademarks and service marks used or promoted by the COMPANY, the DISTRIBUTOR or their
    respective agents with respect to the Products are the sole and exclusive property of the COMPANY.


 


	 	(h)	The
    COMPANY understands and agrees DISTRIBUTOR shall enter into a similar distribution agreement with Kim Jung Suk, (Everycare),
    Seoul, Kang nam gu, Gaepho dong, Gaepho 4 dong, 1231-16 B1, Korea. or an entity to be designated by Kim Nam Hun, appointing
    him or the designated entity as the exclusive distributor in the exclusive territory of the Seoul, Korea. Notwithstanding
    anything contained herein to the contrary, said distribution agreement shall be executed as soon as practicable upon terms
    similar to this Agreement including provisions for no cost charged to be designated and appointed the exclusive distributor
    for the Seoul, Korea and contain annual purchase minimums for purchase of the Products as required in Sections 7 and 8 of
    this Agreement.


 


	4.	Purchase and Sale
    of the COMPANY’s Products


 


	 	(a)	The
    COMPANY shall sell Products to DISTRIBUTOR at a price no greater than the lowest price plus 5% sold to anyone, anywhere, regardless
    of quantity. The purchase price of all Products sold to the Distributor shall be paid to the Company in U.S. dollar currency
    (“U.S. USD”).


 


	 	(b)	The
    COMPANY shall provide the DISTRIBUTOR at least ninety (90) days’ notice of any pricing increase. Any price increase
    shall be limited to ten percent (10%) and there shall not be more than one (1) price increase in any given twelve (12) month
    period.


 


	 	(c)	The
    DISTRIBUTOR shall have the right to purchase a minimum of fifty percent (50%) of the production capacity of the COMPANY’s
    manufacturing capacity, per Product, of the COMPANY’s Products.


 


	 	(d)	DISTRIBUTOR
    shall have the right to assemble the Products itself or through affiliated third parties in Korea, provided however that all
    proprietary rights relating to the Products including all copyrights, patents, trade secrets, trade names, trademarks and
    service marks used or promoted by either the COMPANY, the DISTRUBTOR or their respective agents with respect to the Products
    are the sole and exclusive property of the COMPANY and any such Sub-Contractors shall be bound by this Agreement. The COMPANY
    shall cooperate with the DISTRIBUTOR in establishing any such sub-contracting facilities to insure the highest standard of
    quality control. In the event that the DISTRIBUTOR intends to assemble the Products elsewhere, it shall inform the COMPANY
    in writing as soon as practicable.


 


assembling
the Products as described in this Section 4(d) because the COMPANY is unable or refuses to till purchase orders in a timely manner.


 


	 	(e)	The
    DISTIBUTOR may charge any such price for its sale of the Products as the DISTRIBUTOR deems best within the Exclusive Territories.


 


	 	(f)	The
    COMPANY shall till each and every order presented to it in as timely a manner as is commercially reasonable. The DISTRIBUTOR
    understands and agrees that in the event the COMPANY must manufacture additional
inventory in order to till a purchase order presented to it by the DISTRIBUTOR, delivery may be delayed because of time and capital
needed to manufacture. The COMPANY may require the DISTRIBUTOR to make a deposit not to exceed one-half of the purchase price
of the Products (which deposit shall be credited against the total purchase price of the Products) prior to shipment of the Products
needed to till such purchase order.


   






    2


     


    

 


	 	(g)	The
    COMPANY shall be responsible for shipping logistics on items sent to assembly destinations specified by the DISTRJBUTOR. Shipping
    costs and any tax and/or tariffs associated with the shipment shall be paid by the DISTRIBUTOR, provided however in an effort
    to minimize these costs; the DISTRIBUTOR shall have the right to provide to the COMPANY shipping instructions which the COMPANY
    shall follow in all instances where commercially reasonable. Title to the Products and the risk of loss for the Products sold
    by the COMPANY shall transfer to the DISTRIBUTOR upon arrival, satisfactory inspection and acceptance of the Products by the
    DISTRIBUTOR at the assembly destination specified by the DISTIBUTOR.


 


	 	(h)	The
    COMPANY shall be responsible for all warranty risk under its standard warranties. The COMPANY warrants to the DISTRIBUTOR
    that the Products shall be delivered with all necessary parts and that all necessary parts shall be in proper assemble condition.


 


	 	(i)	The
    COMPANY authorizes the DISTRIBUTOR to perform assembly to the Products. In order for the DISTRIBUTOR to be able to assemble
    complete units of the Products and to perform assembly to the Products, the COMPANY shall provide, on an ongoing basis, to
    the DISTRIBUTOR an adequate supply of assembly parts to expedite assembly of units of the Products that may be received with
    missing or defected parts and to perform reassembly. The DISTRIBUTOR shall return or dispose all damaged, broken and/or defective
    parts to the COMPANY, at the sole discretion of the COMPANY, at DISTRIBUTOR’s cost and expense.


 


	5.	Trademarks.


 


The
COMPANY hereby grants to the DISTRIBUTOR an exclusive license to use any and all trademarks, logos and other markings used by
the COMPANY in the Exclusive Territories to promote and market the Products in the Exclusive Territories.


 


	6.	Marketing and Advertising.


 


All
marketing, advertising and sales campaigns, along with all literature and materials associated therewith, must be preapproved
by the COMPANY, in writing, which approval shall not be unreasonably withheld or delayed. The COMPANY shall provide the DISTRIBUTOR
with examples of the COMPANY’s sales and marketing literature and materials as guidance for the DISTRIBUTOR.


 


	7.	Minimum Purchase
    Requirement.


 


	 	(a)	To
    comply with the annual minimum purchase requirement as described in Section 8(b) below, the minimum annual purchase requirement
    for the next twelve (12) month period beginning from the Effective Date of this Agreement shall be $2,000,000.00 US Dollars.


 


	 	(b)	Should
    the DISTRIBUTOR fail to make the agreed upon annual minimum purchase requirement, the DISTRIBUTOR shall have two (2) additional
    months to purchase the balance of the required annual minimum purchase requirement. In the event that the DISTRIBUTOR fails
    to purchase additional Products to meet the annual minimum purchase requirement, the COMPANY has the right, at its sole discretion,
    to terminate this Agreement. The DISTRIBUTOR shall be relieved from the annual minimum purchase requirement should there be
    a Product recall; should the COMPANY fail to meet its obligations in this Agreement; and/or should the COMPANY fail to deliver
    the Products in a timely manner.


 


	8.	Duration and Termination.


 


	 	(a)	The
    initial term of this Agreement shall be from the Effective Date of this Agreement until April 30, 2019.


 






    3


     


    

 


	 	(b)	This
    agreement shall automatically renew for an additional three (3) years and each five (5) year period thereafter if a minimum
    increase in sales of ten percent (10%) per year or accumulative equivalent or a year by year ten percent (10%) increase is
    achieved by the end of the initial term of this agreement and each
five (5) year period thereafter. The DISTRIBUTOR shall have met its minimum purchase requirement at the end of each
year if the accumulative total of purchases is equal to or greater than the amounts added together as shown on the table
shown below. All amounts shown below in this Section 8(b) shall be in US Dollars.


   





	 	Year	 	Increase	 	 	Minimum	 	 
	 	1	 	 	0.00	%	 	$	2,000,000	 	 
	 	2	 	 	10.00	%	 	$	2,200,000	 	 
	 	3	 	 	10.00	%	 	$	2,662,000	 	 
	 	4	 	 	10.00	%	 	$	2,928,000	 	 
	 	5	 	 	10.00	%	 	$	3,221,020	 	 
	 	6	 	 	10.00	%	 	$	3,543,122	 	 
	 	7	 	 	10.00	%	 	$	3,897,434	 	 
	 	8	 	 	10.00	%	 	$	4,287,177	 	 
	 	9	 	 	10.00	%	 	$	4,715,895	 	 
	 	10	 	 	10.00	%	 	$	5,187,484	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	1-10	 	 	 	 	 	$	35,062,334	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	11	 	 	10.00	%	 	$	5,706,233	 	 
	 	12	 	 	10.00	%	 	$	6,276,856	 	 
	 	13	 	 	10.00	%	 	$	6,904,542	 	 
	 	14	 	 	10.00	%	 	$	7,594,996	 	 
	 	15	 	 	10.00	%	 	$	8,354,496	 	 
	 	16	 	 	10.00	%	 	$	9,189,945	 	 
	 	17	 	 	10.00	%	 	$	10,108,940	 	 
	 	18	 	 	10.00	%	 	$	11,119,834	 	 
	 	19	 	 	10.00	%	 	$	12,231,818	 	 
	 	20	 	 	10.00	%	 	$	13,454,999	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	11-20	 	 	 	 	 	$	90,942,664	 	 





 


	 	(c)	This
    Agreement may be terminated at any time by the DISTRIBUTOR, with or without cause, upon ninety (90) days written notice to
    the COMPANY. The DISTRIBUTOR shall immediately cease representing itself as a distributor of the Products. Each Party shall
    remain liable under this Agreement for any obligation incurred prior to the effective date of termination. The DISTRIBUTOR
    shall have the right to sell any Products in inventory, the right to purchase Products required to fill any orders it has
    on the books at the time of termination of this Agreement, and the right to service any leases in effect or arising therefrom
    until the final expiration of any such leases.


 


	 	(d)	This
    Agreement may be terminated at any time by the COMPANY, but only for cause, upon ninety (90) days written notice to the DISTRIBUTOR
    of the specific cause the COMPANY asserts are the basis for such termination notice. For purposes of this Section 8(d), “cause”
    shall mean a material breach of this Agreement, which upon written notice to the DISTRIBUTOR of the specific cause the COMPANY
    asserts are the basis for such termination notice and the passage of ninety (90) days after receipt of such notice has not
    been cured. A material breach includes, but is not limited to, failure to meet the annual minimum purchase requirement described
    in Section 7 above.


 


	 	(e)	This
    Agreement may be terminated as to a particular Country within the Exclusive Territories upon the DISTRIBUTOR learning and
    advising the COMPANY that it is unable to secure any regulatory/governmental approval to distribute the Products within that
    particular Country in the Exclusive Territories.


 


	 	(f)	This
    Agreement may be terminated as to a particular Country in the Exclusive Territories if any required regulatory/governmental
    approval to distribute the Products within a particular Country in the Exclusive Territories is revoked or suspended.


 






    4


     


    

 


	 	(g)	In
    order for either Party to cure a material breach of this Agreement, it must pay any reasonable and demonstrable damages such
    breach caused the non- breaching Party.


  


	9.	Confidential Information.


 


	 	(a)	For
    the purposes of this Section 9: “Confidential Information” means all information of a confidential or proprietary
    nature (whether or not specifically labeled or identified as “confidential”). including all information, whether
    oral or written or in the form of documents, drawings, specifications, data, reports, formulas. manufacturing processes and/or
    procedures or otherwise, relating to the Products or the operations or assets of any Party and/or the COMPANY except the following:
    (i) information actually known to a Party prior to its disclosure in connection with this Agreement that is unencumbered by
    any confidentiality restriction; (ii) information that a Party can demonstrate was available to the general public or that
    was general industry knowledge at the time of its disclosure to such Party; or which thereafter becomes available to the public
    or becomes general industry knowledge, without a breach of this Agreement by such Party: (iii) information that a Party can
    demonstrate was legally furnished to such Party by a third party having the right to so disclose without restriction on its
    further disclosure; or (iv) information to the extent that a Party may, in the reasonable opinion of its counsel, be compelled
    by legal requirements to disclose, provided such Party uses all reasonable efforts, and to the extent permitted by applicable
    legal requirements, will have afforded the other Parties the opportunity, to obtain an appropriate protective order or other
    satisfactory assurance of confidential treatment, for the information compelled to be disclosed.


  


	 	(b)	Each
    Party shall keep secret and retain in strictest confidence, and shall not use for the benefit of himself, itself or others
    except in connection with the performance of his or its obligations under this Agreement, all Confidential In formation of
    or relating to another Party, and shall not disclose such Confidential Information to any Person other than with the prior
    written consent of the Party that originally acquired or developed such Confidential Information.


 


The
Parties to this Agreement acknowledge and agree that in the event of breach or non-compliance with any of the provisions of this
Section 9,


 


monetary
damages may not constitute a sufficient remedy. Consequently, in the event of such a breach, the non-breaching Party shall be
entitled to Injunctive or other equitable relief, including specific performance, in order to enforce or prevent any violation
of such provisions, in addition to any other rights or remedies to which it may be entitled at law or otherwise.


 


	 	(c)	This Section 9 shall
    survive the termination of this Agreement.


 


	10.	Non-Circumvention.


  


		(a)	The
                                         DISTRIBUTOR understands and agrees that for the entire Duration of this Agreement, except
                                         as otherwise authorized herein, it shall not manufacture, market, sell or distribute
                                         (or assist any other parties to manufacture, market, sell or distribute) any competing
                                         product in the Exclusive Territories or in Korea. Any violation of this Section 10(a)
                                         shall be deemed an attempt to circumvent this Agreement, and the DISTRIBUTOR shall be
                                         liable for any reasonable and demonstrable damages.



 


		(b)	The
                                         COMPANY understands and agrees that for the entire duration of this Agreement plus an
                                         additional three (3) years after this Agreement expires or is otherwise terminated that
                                         it shall not, directly or indirectly circumvent the DISTRI BUTOR to manufacture, market,
                                         sell or distribute (or to assist any other parties to market, sell or distribute) in
                                         the Exclusive Territories. Any violation of this Section 10(b) shall be deemed to be
                                         an attempt to circumvent this Agreement and the COMPANY shall be liable to the DISTRIBUTOR
                                         for any reasonable and demonstrable damages.



 


		(c)	The
                                         COMPANY and/or its affiliates shall not contract, deal with or otherwise become involved
                                         in any transaction with any corporation, partnership, individual, bank, trust or lending
                                         institution which have been introduced by the DISTRIBUTOR without the prior written consent
                                         of the DISTRIBUTOR. Any violation of this Section 10(c) shall be deemed to be an attempt
                                         to circumvent this Agreement and the COMPANY shall be liable to the DISTRIBUTOR for any
                                         reasonable and demonstrable damages.





 






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	11.	Indemnification.


 


The
COMPANY shall indemnify, hold harmless the DISTRIBUTOR, its agents, successors and/or assigns, employees, shareholders,
directors, officers and/or affiliates from and against all liability, loss, damage, costs, and expenses including reasonable
attorney’s fees and costs resulting from and all causes of action, suits, claims, demands, liabilities, and/or
judgments of any nature whatsoever, arising out of, resulting from and/or relating to any injury, damage to property or
person arising out of and/or resulting from the manufacture of the Products by the COMPANY and brought against the DISTRIBUTOR solely because of the sale and/or lease of the Products by the DISTRIBUTOR under this Agreement. The DISTRIBUTOR shall
indemnify, hold harmless the COMPANY, its agents, successors and/or assigns, employees, shareholders, directors, officers
and/or affiliates from and against all liability, loss, damage, costs, and expenses including reasonable attorney’s
fees and costs resulting from and all causes of action, suits, claims, demands, liabilities and/or judgments of any nature
whatsoever, arising out of, resulting from and/or relating to any injury, damage to property or person arising out of and/or
resulting from the sale and/or lease of the Products by the DISTRIBUTOR only to such extent any such manufacture liability,
loss, damage, costs, and expenses including reasonable attorney’s fees and costs resulting from and all causes of
action, suits, claims, demands, liabilities and/or judgments of any nature whatsoever, arising out of, resulting from and/or
relating to any injury, damage to property or person resulted from the remanufacture or any deviation of specifications
provided to the DISTRIBUTOR by the COMPANY in the manufacture by the DISTRIBUTOR of the Products.


 


	12.	Insurance.


 


The
DISTRIBUTOR shall carry and pay for such insurance, liability or otherwise, as it deems necessary or appropriate.


 


	13.	Securities
    Laws.


 


Certain
of the COMPANY’s and the DISTRIBUTORS securities may become publicly traded. The Parties hereby acknowledge that they are
aware and that their affiliates with knowledge of this Agreement or once they become aware of this Agreement have been advised
or will be advised upon becoming aware of this Agreement of the restrictions imposed in securities laws of the United States and
in the securities laws of the various States of a person possessing material non-public information about a company. The Parties
hereby further acknowledge that they are aware the securities laws of the United States prohibit any person with material non
public information concerning a company or a possible transaction involving a company for purchasing or selling securities in
reliance of such information or from communicating such information to any other person or entity under circumstances in which
it is reasonably foreseeable that such person or entity is likely to purchase or sell such securities in reliance upon such information.
The Parties also agree that, if requested, they will cause their affiliates who have knowledge of this Agreement or who may become
aware of the Agreement to sign a written statement that they have been advised of the foregoing restrictions.


 


	14.	DISPUTE
    RESOLUTION.


 


The
Parties hereby agree that before any action to resolve any issues or disputes related to this Agreement shall first be submitted
to Arbitration.


 


	 	(a)	Arbitration
    of disputes pursuant to this Section 14(a) shall be held in Orlando, Florida under the commercial arbitration rules of the
    American Arbitration Association and shall be heard by three arbitrators selected in accordance with such rules. Each arbitrator
    shall be chosen from the American Arbitration Association ’s Large and Complex Case Panel for the region which includes
    the State of Florida at the time of the arbitration, have at least fifteen years’ experience in the United States as
    an attorney in private practice or in a corporate legal department and shall not be a past or present officer, director or
    employee of, or have, or have had in the past, any interest in or material relationship with, any Party or any affiliate of
    any Party. Any arbitral award shall be in writing in the form of a reasoned opinion, including findings of fact and Conclusions
    of law, which law shall be the law of the State of Florida, and shall be final and binding and may be entered by any Party
    in any state or federal court having jurisdiction thereof. Costs of arbitration (including reasonable attorney’s fees
    and costs) shall be paid either equally by the Parties to the arbitration or in accordance with the decision of the arbitrators.


 






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	 	(b)	The
    Parties acknowledge and agree that in the event of breach or non-compliance with this Agreement, monetary damages may not
    constitute a sufficient remedy. Consequently, the non-breaching Party shall be entitled to seek injunctive or other equitable
    relief, including specific performance, in order to enforce or prevent any violation of such provisions, in addition to any
    other rights or remedies to which it may be entitled at law or otherwise, and the other Party shall have the right to oppose
    any proceeding seeking such injunctive or equitable relief. Such equitable relief shall be available to the Parties after
    compliance with this Section 14, except injunctive relief pursuant to Section 9, which shall be available to the Parties without
    the necessity of first using the procedures set forth in this Section 14.


 


	15.	Force
    of Nature.


 


No
Party shall be responsible for delays or failure in performance resulting from acts beyond the reasonable control of such Party.
Such acts include but shall not be limited to acts of God, war, riot, labor stoppages, governmental actions, fires, floods, epidemics
and earthquakes.


 


	16.	Attorney’s
    Fees and Costs.


 


Each
Party to this Agreement will bear the fees and disbursements of their respective lawyers, accountants and consultants engaged
in connection with the preparation of this Agreement and of any and all agreements. instruments, documents or other writings to
be executed and delivered pursuant hereto and all other costs and expenses incurred in connection herewith and therewith.


 


	17.	Choice
    of Law and Venue.


 


To
the extent permitted by law, the provisions of this Agreement shall govern over all provisions of the laws of the State of Nevada.
Otherwise this Agreement shall be governed by the laws of the State of Nevada and the federal law of the United States without
reference to principles of conflict of laws. The Parties agree that in the event of a dispute between the Parties arising out
of this Agreement or the transactions contemplated herein venue for such dispute shall be in the State or Federal Courts located
in Las Vegas, Nevada and the Parties hereby waive any objection to such venue based on forum non-convenient.


 


	18.	Waiver
    of Jury Trial.


 


THE
PARTIES HERETO EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION (WHETHER AS CLAIM, COUNTER-CLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE) IN CONNECTION WITH OR IN ANY
WAY RELATED TO THTS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS
OR INACTIONS OF THIE MEMBERS OR THE COMPANY.


 


	19.	Assignment.


 


This
Agreement shall inure to the benefit of and be binding upon the Parties and their successors and/or assigns and may be assignable
by the DISTRIBUTOR without the prior written consent of the COMPANY.


 


	20.	Severability.


 


The
invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof. and
this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.


 


	21.	Independent
    Contractor.


 


The
Parties agree that the DISTRIBUTOR shall act as an independent contractor in the performance of its duties under this
Agreement. Accordingly, the DISTRIBUTOR shall be responsible for payment of all taxes including Federal, State and local
taxes arising out of the DISTRIBUTOR’s activities in accordance with this Agreement, including by way of illustration
but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or
business license fee as required. No relationship of principal to agent, master to servant, employer to employee or
franchisor to franchisee is established between the Parties in this Agreement. No party shall have the authority to bind the
other Party or to any Liability on behalf of the other Party whatsoever.


 






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	22.	No
    Amendment Except in Writing.


 


This
Agreement may be amended only by written instrument executed by the Parties.


 


	23.	Delivery
    of Notices.


 


All
notices or other communications which are required or permitted under this Agreement shall be in writing and hand delivered
or (i) if sent by overnight delivery by U.S. Mail, FedEx, UPS, or other international private carrier, notice shall be deemed
received on the next Business Day; or (ii) if by facsimile notice shall be deemed received when the sender gets its machine
confirmation that the facsimile was successfully transmitted to recipient; provided however, a notice delivered by facsimile
after 5:00 PM local time of the recipient on any day shall be deemed received on the next Business Day. Any notice under this
Agreement that is not hand delivered (which delivery may be affected anywhere) shall be sent to the other Parties at the
address set forth below, or such other location as a Party may designate in a future notice under this Agreement:


 


	If
                            to:	NUTRIBAND,
INC.



309
Oviedo, FL 32765


U.S.A.


 


Fax:
385.881.3385


 


	If
to:	EMI-KOREA
(BEST CHOICE), INC.



3399
#39, Saimdang-ro, Seocho-gu,


Seoul, KOREA


 


Fax:
303.623.5405


 


All
such notices shall be deemed to have been given when received or when delivery is attempted, if acceptance is refused.


 


	24.	No
    Waiver.


 


Failure
by any Party to this Agreement to insist in any one or more instances upon the strict performance of any one of the covenants
contained herein shall not be construed as a waiver or relinquishment of such covenant. No waiver by any Party of any such covenant
shall be deemed to have been made unless expressed in writing and signed by the waiving Party.


 


	25.	Further
    Assurances.


 


From
time to time, each Party to this Agreement will, at the reasonable request of any other Party to this Agreement, take all action,
do all such acts and execute and deliver all agreements, instruments, documents or other writings desired or required by such
other Party so as to fully perform or carry out the terms, intent or purposes of this Agreement.


 


	26.	Interpretation.


 


Throughout
this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter. singular or plural, whichever shall
be applicable. All references herein to “Sections” and “paragraphs” shall refer to corresponding provisions
of this Agreement. The words “include,” “includes,” and “including” shall be deemed to be
followed by the phrase “without limitation.” Any reference in this Agreement to a “day” or number of “days”
(without the explicit qualification of “Business’’) shall be interpreted as a reference to a calendar day or
number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar
day is not a Business Day, then such action or notice shall be deferred until, or may be taken or given on, the next Business
Day.


 






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	27.	Binding
    Effect.


 


This
Agreement shall be binding upon and shall inure to the benefit of all of the Parties hereto and their respective successors, legal
representatives and permitted assigns. Nothing in this Agreement, express or implied. is intended to confer on any person other
than the Parties hereto or their respective successors, legal representatives or permitted assigns, any rights or remedies under
or by reason of this Agreement.


 


	28.	Cumulative
    Remedies.


 


The
rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not
preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance or otherwise.


 


	29.	Entire
    Agreement.


 


This
Agreement constitutes the agreement among the Parties hereto pertaining to the subject matter hereof and supersedes all prior
agreements and understanding pertaining thereto.


 


	30.	Counterpart
    Execution.


 


This
Agreement and any document or instrument to be executed and delivered by the Parties hereunder or in connection herewith may be
executed and delivered in separate counterparts and delivered by one Party to the other Parties by facsimile, each of which when
so executed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same agreement.
If this Agreement or any such document or instrument is delivered by facsimile, the Party so delivering this Agreement, or such
document or instrument shall within a reasonable time after such facsimile delivery shall also deliver an originally executed
copy to the other Party.


 


IN
WITNESS WHEREOF the Parties have caused this Agreement to be executed effective upon the date of the last Party to sign below.


 


	 	NUTRIBAND,
    INC.	 	EMI-KOREA
    (BEST CHOICE), INC.
	 	 	 	 	 	 
	 	By:	/s/
    Gareth Sheridan	 	By:	           
	 	 	Gareth
    Sheridan	 	Name:	 
	 	 	CEO	 	Title:	 
	 	 	 	 	 	 
	 	Date:	04/13/2018	 	Date:	 




 






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