SALES AGENCY AGREEMENT


 


This SALES AGENCY AGREEMENT
(“Agreement”) is entered into effective as of October 25, 2019 (the “Effective Date”) between ING Management
Co., Ltd., a Japan corporation (the “Company”) and Impact Co., Ltd. , a Japan corporation (the “Supplier”).


 


1. Governing Law


1-1 This Agreement shall
be interpreted and governed in accordance with the laws of Japan.


1-2 Both party shall comply
with all governmental laws and fulfil this Agreement faithfully by mutual confidence.


 


2. Purpose


2-1 The Company shall
sell and distribute the phosphorescent products which are provided by the Supplier (“Products”) as the sales agency
of the Supplier in the region of Kyushu and Okinawa. Products are as follows:


		・	Blue Impact for fluorescent
signboard



		・	Blue Impact for steps



		・	Blue Impact for block
panels



2-2 Both party may change
or add Products by mutual agreement in writing.


 


3. Business Transaction


The Company shall purchase
Products from the Supplier and sell to customers in the name and account of the Company.


 


4. Basic Agreement


This Agreement shall be
applied in Separate Agreements (“Separate Agreements”) between the Company and the Supplier. If there is a difference
between this Agreement and Separate Agreements, Separate Agreements shall be prior to this Agreement.


 


5. Separate Agreements


5-1 Necessary matters
in the transactions under this Agreement shall be fixed in Separate Agreements at each transaction.


5-2 Separate Agreements
shall be effective when writing order is closed.


 


6. Competing products


If
the Company wish to deal competing products against the Supplier, the Company shall obtain a
written approval from the Supplier in advance.


 


7. Documentation


Discussion, approval,
notification, direction, claim, etc. shall be made through the documentation as a general rule. However, in case of emergency,
both party may contact and notify by telephone, facsimile, email, etc.


 


8. Delivery


8-1 The Supplier shall
deriver Products to the place specified in Separate Agreements and the Company shall inspect delivered products immediately after
receiving of Products.


8-2 The Company shall
complete the inspection in the preceding paragraph 30 days after receiving of Products. If the inspection is not completed within
such period, it shall be regarded to be completed and accepted.


8-3 If there is a quality
defect or shortage in the inspection, the Supplier shall redeliver Products.


8-4 This article shall
also be applied to redelivered products.


 


9. Ownership and Risk Taking


9-1 The ownership of Products
shall be transferred from the Supplier to the Company at acceptance of the inspection.


9-2 Risks of Products
shall be transferred from the Supplier to the Company at acceptance of the inspection.


 


10. Payment


10-1 The Company shall
pay the Supplier the amount of Products by bank transfer. The closing date of amount shall be the end of the month and the due
date for payment shall be the end of the next month. The Company shall also pay bank transfer charge.


10-2 The Company shall
pay sales taxes together with the amount of Products unless specified in Separate Agreements.


 


11. Defect warranty liability


If a product defect which
has not been discovered in Products inspection is discovered, the Company may claim redelivery of Products or repayment of the
amount for 3 months from date of delivery.


 


12. Prohibition of Transfer of Power


Both party shall be prohibited
from transferring its status, rights and obligations which arise from this Agreement or Separate Agreements to a third party without
written consent of the other party.


 


13. Term


This Agreement shall effect
for 1 year from the Effective Date. Thereafter, this Agreement shall be renewed automatically for successive additional 1 year
terms unless either party chooses not to continue the relationship 30 days prior to the natural expiration of the existing three-year
term.


 


14. Termination


14-1 Each party may terminate
this Agreement or Separate Agreements if the other party violate this Agreement or Separate Agreements and cannot correct for 14
days from the improvement instruction.


14-2 This Agreement may
be terminated by as follows:


14-2-1 By
either party if the other party are seized


14-2-2 By
either party if the other party becomes insolvent


14-2-3 By
either party if the other party becomes bankrupt, or files a voluntary petition in bankruptcy


10-2-4 By
either party if the other party becomes suspension of business or dissolution


10-2-5 By
either party if the other party becomes worse of its property or credit


 


15. Elimination of Antisocial Forces


15-1 Each party shall
affirm to the other party as follows:


 


15-1-1 Each
party does not have no relation to antisocial forces


15-1-2 Directors
or officers in each party does not have no relation to antisocial forces


15-1-3 Each
party does not enter into this Agreement for antisocial forces


15-1-4 Each
party does not do threatening or violent behavior


15-2 Each party may terminate
this Agreement or Separate Agreements if there is a violation in preceding paragraphs without notice.


15-3 In case of the termination
in preceding paragraph, the party terminated cannot claim any compensation for damages.


 


16. Effect of Termination


If this Agreement terminate
or expire, Separate Agreements shall be effective except for the case in the preceding article.


 


17. Compensation for Damage


If each party is damaged
be the other party intentionally or negligently, the party which cause damage shall be liable to compensate for damages


 


18. Abnormal Natural Disaster


The
Supplier shall not be liable to compensation for losses due to force majeure, for example, abnormal natural disaster, war, riot,
revision or repeal of laws, exercise of public authority, etc..


 


19. Confidentiality Obligation


19-1 Each word shall be
defined as follows:


19-1-1 Disclosing
Party shall be the party which disclose the information.


19-1-2 Receiving
Party shall be the party which receive the information.


19-1-3 Confidential
Information include all information or material which has or could have commercial value or other utility in the business in which
Disclosing Party is engaged and Disclosing Party specify as Confidential Information in writing.


19-2 Receiving Party shall
not disclose Confidential Information to third party for the purpose of fulfillment of this Agreement or Separate Agreements. Receiving
Party's obligations under this Agreement do not extend to following information:


		19-2-1	Information owned by Receiving party without any obligation from Disclosing party



19-2-2 Information
obtained from the other party lawfully


19-2-3 Information
discovered or created by Receiving Party by Receiving party’s own effort


19-2-4 Information
which becomes publicly known irrespective of the time


19-2-5 Information
provided by Disclosing Party without notice about Confidential Information


19-3 Receiving Party shall
hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of Disclosing Party.


19-4 Receiving Party shall
not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose
to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.


19-5 Receiving Party shall
return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining
to Confidential Information immediately if Disclosing Party requests it in writing.


19-6 The nondisclosure
provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information
in confidence shall remain in effect until Confidential Information no longer qualifies as a trade secret or until Disclosing Party
sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.


 


20. Notification Obligation


Each party shall notify
the other party following matters promptly:


20-1 Merger, company split,
share transfer, share exchange, assignment of business or other significant change in management


20-2 Change of the representative,
company name, head office, main bank, etc.


20-3 If there is possibility
to be impossible to fulfill this Agreement or Separate Agreements


 


21. Mutual Consultation


If matters which are not
covered by this Agreement and Separate Agreements or doubts about interpretation of terms or conditions arise, each party shall
resolve by mutual consultation faithfully.


 


22. Jurisdiction of Court


Jurisdiction of the court
shall be the district court of first instance having jurisdiction over the location of the head office of the Supplier.


 


This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one
instrument.


 


October 25, 2019


 


Company


 


/s/ Haruhiko Abe


ING Management Co., Ltd.


Haruhiko Abe, President


4-18-19-601, Hakataekimae,
Hakata-ku, Fukuoka-shi, Fukuoka, Japan


 


 


Supplier


 


/s/ Mihoe Sato


Impact Co., Ltd.


Mihoe Sato, President


1-5-14, Misa, Oita-shi,
Oita, Japan