EXCLUSIVE DISTRIBUTION AGREEMENT
THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this "Agreement") is entered into effect
as of the 9TH day of March, 2020 (the "Effective Date") by and between BIDI
VAPOR, LLC, a Florida limited liability company ("Manufacturer"), and KAIVAL
BRANDS INNOVATONS GROUP, INC., a Delaware corporation ("Distributor").
Manufacturer and Distributor are each referred to herein as a "Party" and
collectively, the "Parties."
RECITALS
WHEREAS, Manufacturer is in the business of developing electronic nicotine
delivery systems and related components (all such products whether now or
hereafter made available for sale by Manufacturer being hereinafter referred to
as "Products").
WHEREAS, Distributor wishes to obtain, and Manufacturer is willing to grant
Distributor, an exclusive worldwide right to distribute the Products for sale
and resale to both retail level customers ("Retail Customers") and non-retail
level customers, including without limitation, to wholesale customers and
sub-distributors ("Non-Retail Customers").
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
representations and agreements set forth herein, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Manufacturer and Distributor, intending to be legally bound, hereby agree as
follows:
1.
APPOINTMENT; EXCLUSIVITY; MARKETING AND SUPPORT.
A.
Appointment and Exclusivity. Subject to the terms and
conditions set forth in this Agreement, Manufacturer hereby appoints Distributor
as its exclusive worldwide distributor of the Products. Distributor accepts the
appointment as Manufacturer's exclusive worldwide distributor of the Products
and agrees to buy for resale, upon the terms and conditions set forth herein,
Products in such quantities as Distributor shall need to properly service the
market. Manufacturer represents and warrants that the appointment of and sale of
Products to Distributor under this Agreement does not violate any obligations or
contracts of Manufacturer. As a condition of exclusivity, Distributor agrees not
to represent or sell other products which Manufacturer may reasonably determine
to be competitive with the Products, without written approval from Manufacturer.
For purposes of clarification, during the term of this Agreement Manufacturer
will not directly sell any Products to any person (Retail Customer or Non-Retail
Customer) other than to Distributor.
B.
Marketing and Support. Manufacturer will be solely
responsible to provide Distributor with all branding, logos and marketing
materials to be utilized by Distributor in connection with Distributor's
marketing and promotion of the Products; provided, however, Distributor shall
bear all expenses related to reproduction and distribution of the same.
Distributor agrees to use its best efforts to promote, develop a market, sell,
and distribute the Products worldwide. Among such other actions as may be
necessary to generate sales of the Products, Distributor will perform at its
expense and to the reasonable satisfaction of Manufacturer the following duties:
i.Distributor will engage in sales promotion activities in which Products shall
be designated by their correct names and identified as Products of Manufacturer
being marketed by Distributor as an independent distributor.
ii.Distributor will provide all customer service and support (both to its Retail
Customers and Non-Retail Customers and to all end consumers of the Products).
iii.Distributor will process all sales by