Degaro Innovations Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exclusive Distribution Agreement 

This agreement is entered into between the parties concerned on
the basis of equality and mutual benefit to develop business on terms and
conditions mutually agreed upon as follows: 

	1. 	Contracting Parties 	 
	 	 	 
	 	Supplier: 	Shenzhen Commonpraise Co., Ltd 
	 	  	Jinglong Avenue South, Shahu Community Pingshan    
	 	  	New Pingshan District, Guangdong Province, PRC.    
	 	 	Postal Code: 518118 
	 	  	Tel: 86-755-89663198 Fax: 86-755-83432298
	 	  	(Hereinafter called “party A”) 
	 	  	  
	 	Distributor: 	Degaro Innovation Corp. 
	 	 	Attn: Sherryl
    Briscoe  
	 	  	St. Anne Parish, Jamaica 
	 	  	(Hereinafter called “party B”)




		
      Party A hereby appoints Party B, and the Party B hereby
      accepts the appointment to act as the exclusive sales Distributor for the
      country of Jamaica to sell the product mentioned below exclusively for a
      period of six months.

	 	 
	2. 	
      Products and Quantity or Amount

	 	 
		
      Commodity: Residential and Commercial Solar Energy
      Systems

	 	 
		
      It’s mutually agreed that Party B shall undertake to buy
      not less than 10 of the aforesaid systems during the first six months from
      Party A, of which exclusivity will become effective after the delivery of
      the initial sample order which Party B should place to Party A in the
      first month, and the sample order should be no less than 2KW system. If 10
      solar energy systems have been purchased in this six month period, the
      exclusivity agreement shall continue for one full year thereafter. If
      party B fails to purchase 10 systems in the six month period, the
      exclusivity agreement will be voided but Part B will continue to act as a
      distributor of systems from Party A on a non-exclusive basis.

	 	 
		
      It’s mutually agreed that Party A shall undertake to
      guarantee production to Party B not less than 10 of the aforesaid systems
      during the first six months from the effective date of this
    Agreement.

	 	 
	3. 	
      Distributor’s Sales Territory

	 	 
		
      The sales territory designated hereto is the geographical
      area of Jamaica as the area mutually agreed upon for which Party B shall
      have sales responsibility and in which Party B will exert its effort for
      sales, marketing, and distribution of the aforesaid
  products.








	4. 	
      Terms of Sales

	 	 
		
      The quantities, prices and shipments of the systems
      stated in this agreement shall be confirmed in each transaction, the
      particulars of which are to be specified in the proforma invoice signed by
      Party A and Party B.




	5. 	
      Payment

	 	 
		
      After confirmation of the order, Party B shall arrange a
      30% deposit by T/T prior to production in favor of Party A within the time
      stipulated in the relevant proforma invoice, and 70% of the balance will
      be paid before Delivery.




	6. 	
      Party B’s Responsibilities

	 	 	 
		a. 	
      Generate and stimulate interests in the solar systems and
      furnish information to Party A in regard to marketing, sales,
      distribution, and prospective purchasers of the aforesaid
  products.

	 	 	 
		b. 	
      Participate in the sales promotion activities to benefit
      and improve sales of the aforesaid solar systems and assist and advise
      Party A in this regard.




	7. 	
      Party A’s Responsibilities

	 	 	 
		a. 	
      Endeavor to maintain the delivery conditions on all
      orders accepted by the Party A.

	 	 	 
		b. 	
      Provide Party B to the full extent, with sales, technical
      information and assistance regarding the aforesaid products.

	 	 	 
		c. 	
      Keep Party B informed of specification or changes
      regarding the aforesaid products.

	 	 	 
		d. 	
      Party A provides spare parts free supply on each order
      (1% of each order) to Party B.

	 	 	 
		e. 	
      Party B will offer a One year warranty on the batteries
      and inverters, and 5 year warranties on solar
panels




	8. 	
      Delivery

	 	 
		
      Unless otherwise specifically provided in the sales
      confirmation, Delivery of the products shall be F.O.B Yantian or Shekou
      Port, and the date of the bill of lading shall be taken to be the date
      of delivery of the products. Party A shall not be liable for delays in
      delivery or failure to manufacture due to strikes, lock-outs, riots, civil
      commotions, insurrections, wars, acts of God, operation of law or any
      other causes beyond its control.




	9. 	
      Warranty

	 	 	 
		a. 	
      Party A hereby warrants to Party B that the Products
      delivered under this agreement will be free from defects in material and
      workmanship.

	 	 	 
		b. 	
      Party A hereby warrants to Party B that the Products
      delivered under this agreement will carry the following
  warranties:




	 	i. 	
      Solar panels: 5 Years








	 	ii. 	
      Batteries: 1 Year

	 	 	 
	 	iii. 	
      Controller and inverter: 1
Year




	 	c. 	
      Party A warrants further that:

	 	 	 	 	 
	 		i. 	Party A has full power, capacity and authority to
      execute and enter into this Agreement;
	 	 	 	 	 
	 		ii. 	The entering into of this Agreement by Party A
      and the implementation of its terms will not result in the breach of any
      other agreement to which Party A may be party;
	 	 	 	 	 
	 		iii. 	Where the Products are supplied by reference to a
      sample, the Products will correspond with the sample;
	 	 	 	 	 
	 		iv. 	The Products will comply with all statutory
      requirements and regulations of the Territory relating to:
	 	 	 	 	 
	 			1. 	the safety, manufacture, packaging, labeling,
      transportation and sale of the Product; and
	 	 	 	 	 
	 			2. 	the nature, substance, quality, weight and measurement of
      the Product;



	 	d. 	
      Without prejudice to any other remedy, if any Commodity
      is supplied in breach of warranty or representation given by Party A,
      Party B may require Party A to supply replacement Commodity immediately,
      or Part B may issue a Debit Note for Part A with the defected goods
      evaluated at purchasing currency.




	10. 	
      Duration & Termination

	 	 	 
		
      This Agreement will be exclusive in the first month
      following the contract date. if Part A get a sample order of at least 2KW
      system from Party B, this “Agreement” will continue to be exclusive for
      another period of 5 month following, otherwise, it will be become
      non-exclusive after the first month, during the 5 months party B promises
      9 other samples order to Party A, if this failed in the 5 months, this
      agreement will become non-exclusive. If either party wishes to extend this
      agreement, he/she shall notice in writing not less than thirty (30) days
      prior to expiration date. This Agreement shall continue in effect from the
      effective date hereof until terminated as follows:

	 	 	 
		a. 	
      By an Agreement in writing signed on behalf of the Party
      A by the President or a Vice-President of the company;

	 	 	 
		b. 	
      By either party at will, with or without cause, upon
      three month’s notice in writing given by registered
mail.




	11. 	
      Arbitration

	 	 
		
      All disputes arising from the execution of this agreement
      shall be settled through friendly consultations. In case no settlement can
      be reached, the case in dispute shall then be submitted to the Foreign
      Trade Arbitration Commission of the China Council for the Promotion of
      International Trade for arbitration in accordance with its provisional
      rules of procedure. The decision made by this commission shall be
regarded as final and binding upon both parties. Arbitration fees shall be borne
by the losing party, unless otherwise awarded. 








12.         
Other terms & Conditions 

(1) During the effective time of this
Agreement, Party A shall not supply the contracted commodity to any other
buyer(s) in the above mentioned territory. Direct inquiries, if any, will be
referred to Party B. 

(2) For any business transaction
between governments of both parties, party A may handle such direct dealing as
authorized by party A’s government without binding himself to this agreement.
Party B shall not interfere in such direct dealing nor shall party B bring
forward any demand for compensation there from. 

(3) This agreement shall be subject to
the terms and conditions in the sales confirmation signed by both parties
hereto. 

This agreement is signed
on         January 6,
2011    and is in two originals; each party holds one.


 

	Party A: 	 	Party B: 
	/s/  Jasen Wong 	 	/s/ Sheryl
    Briscoe   
	(Authorized signature) 	 	(Authorized signature)