Exhibit 10.13


 


Non-competition Agreement (translation)


 


Party A: Forasen Group Co., Ltd. (“Forasen
Group”)


 


Party B: Farmmi, Inc. (“Farmmi”)


 


WHEREAS, both Party A and Party B are actually
controlled by the couple of Mr. Zhengyu Wang and Ms. Yefang Zhang and both engage in agricultural products distribution, and Party
B is planning to go public in USA, in order to avoid the competition in the same industry, both parties hereby agree as follows:


 


Article 1 Non-competition Scope


 


1. Non-competition scope in this agreement:
any business Party B engages in anywhere, inside or outside PRC.


 


2. Party B’s business (“Business
in Competition”) includes: wholesale, retail and online sale of prepackaged food and bulk food, procession and sale of agricultural
products and edible fungi.


 


3. Any changes to non-competition scope or
Party B’s business scope as agreed in this agreement, can only be made by a written agreement between both parties.


 


Article 2 Party A’s Warranties


 


1. Within the term of this agreement, any product
sold by Party A anywhere inside or outside PRC which will compete with Party B (“Product in Competition”) must be purchased
from Party B. Party A shall not purchase from any other third parties.


 


2. Besides purchasing Products in Competition
from Party B and selling them, Party A shall not engage in any Business in Competition.


 


3. When Party A sells Products in Competition,
it should do so in its own name, sign the sales agreements with its clients for its own interests, and independently undertakes
the obligations and duties under such sales agreement. Without written authorization from Party B, Party A should not conduct the
business in the name of an agent or franchise of Party B or Party B’s related company or subsidiary.


 




     


     


    

 


4. Party A should not sign any agreement, or
make any promise, declaration, warranties and representations on behalf of Party B.


 


Article 3 Party B’s Warranties


 


1. The products supplied to Party A by Party
B should meet relevant product quality and safety standards and Party A’s quality standard.


 


2. The price of the products supplied to Party
A by Party B should be similar with the price of the products provided to other third parties at the same period.


 


Article 4 Obligation of Both Parties


 


1. Except for assignment by agreement and/or
authorization of usage, any party should not use the other party’s logo, trademarks, or brands.


 


2. Party A hereby authorizes Party B to use
Party A’s logo and/or trademark on the product packages without charge before April 1st, 2017.


 


3. Both parties should provide the other party
with information and documents related to new business and business to be transferred at any time.


 


Article 5 Equal Responsibility 


 


Unless otherwise agreed in this agreement,
warranties and promises made by both parties under this agreement apply to the parties themselves, their wholly owned subsidiaries,
controlled subsidiaries and branches. Party A or Party B under this agreement, unless otherwise agreed, should include Party A
or Party B, and the companies stated above.


 


Article 6 Breach of Contract


 


Both parties agree to indemnify the other party
for any direct and indirect loss of the other party caused by any breach of this agreement. The non-breaching party has the right
to require the breaching party to cease the breach immediately.


 


Article 7 Term


 


This agreement comes into force on the effective
date, until whichever earlier occurs:


 


(a) Mr. Zhengyu Wang and Ms. Yefang Zhang directly
or indirectly hold less than 25% of Party B’s shares, or;


 




     


     


    

 


(b) Party B terminates its public offering
in security exchange inside or outside of China.


 


Article 8 Dispute Resolution


 


For any disputes of agreement performance occur,
both parties of this agreement shall resolve the disputes through friendly negotiation in the first place. If the disputes remain
unresolved, any party can file a claim to a court with jurisdiction where Party A is located.


 


Article 9 Miscellaneous 


 


1. Any amendments to this agreement should
be made in written form and signed by both parties under this agreement.


 


2. This agreement comes into effect after being
signed and sealed by both parties. This agreement is made in duplicate with each party herein holding one copy. Both copies have
the same legal effect.


 


[The remainder of this page is blank]


 




     


     


    

 


[No agreement in this page; signing page for
non-competition agreement between Forasen Group Co, Ltd. and Farmmi, Inc. only]


 


Party A (Seal): Forasen Group Co., Ltd.


	Officer Signature: 	 	 
	Sign Date:	 	 


 


Party B: Farmmi, Inc. 


	Authorized Signature: 	 	 
	Sign Date: