Exhibit 10.2


 


Exclusive Distributor Cooperation Agreement


 


Party A: FUJIAN
HAPPINESS BIO-TECH CO., LTD


Party B: 


 


Based on the principle
of mutual promotion, mutual benefit and development, both parties agree to set up ’ The Exclusive Distributor Store’
in --- city, this agreements is hereby reached for mutual compliance and implementation.


 


1. Main: Party A and
Party B jointly establish an exclusive store in ----- city


All merchandized products are of “XFL”
series, varieties and prices of products are determined separately and outsourcing products must be determined by mutual consent.


 


2. Period: year/month/day
--- year/month/day, A renew could be reached 60 days before the expiration of the agreement.


 


3. Duties and Rights:


 


For Party A:


 


(1). Party A shall provide
products that meet the requirements of national food safety.


(2). Party A has the
right to formulate and adjust market development, product sales, price system and other business rules and regulations in accordance
with its own development strategy, and requires Party B to comply with them. Party A shall notify Party B in writing (including
electronic mail) in a timely manner.


(3). Party A requires
Party B to acquire relevant business license and certificates, before commencing its operation. If Party B’s business license is
revoked due to its own irregularities, within the term of this agreement, Party A has the right to terminate this agreement.


(4). Party A shall supervise
and monitor the operation of Party B during the agreement period, any violation to relevant regulations will lead to certain penalties,
such as warning, notification of penalties, or even termination this agreement, while Party B shall not claim any loss from Party
A.


(5). Party A is responsible
for business training and management guidance for the operation of exclusive stores, providing promotion materials and information.


 


For Party B:


 


(1). Party B is responsible
for all opening business procedures such as business licenses as required.


(2). Party B shall promote
and enhance Party A’s corporate image and brand reputation.


(3). Party B Party B
shall not merchandize out of agreed ranges, or sell cross regions. Party B shall not merchandize any products other than those
agreed. Any violation may lead to compensation and termination of the contract.


(4). Party B shall interpret
the information unbiased provided by Party A, to ensure the accuracy of all kinds of products information without exaggeration
or misleading, to avoid any compromise to the brand or company image.


 


4. Other Terms:


 


(1). After the termination
(or termination) of this agreement, Party B shall not continue to use the exclusive intellectual property of Party A in any name
or manner, such as its name, trademark, logo, etc., for business activities.


(2). Supplementary terms
shall be concluded by further discussion by both parties, and are valid equally.


(3). Disputes shall
be settled by discussions of both parties firstly; and contract is governed by the local court for litigation jurisdiction.


(4). Two copies shall
be applied for each party to keep one version, effective after signature and official seal.


 


	Party A:	Party B:
	Date of signing:	Date of signing: