In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
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Question: Exhibit 10.43

This is a translation of the original Chinese text

Contract No.: 151315UD0081

Cooperation Agreement

Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

April 2013   1





This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People's Republic of China (hereinafter referred to as PRC):

Party A: Beike Internet Security Technology Co., Ltd.

Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing.

Attention:

Tel:

E-mail:

Postcode:

Bank account:

Account No.:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Address: No.10, Shangdi Shi Jie, Haidian District, Beijing

Attention:

Tel:

E-mail:

Postcode:

Whereas,

1. Party A owns the Kingsoft internet site navigation website and the Cheetah Brower software (hereinafter referred to as Party A's Product). Website: 123.duba.net and www.duba.com. Party A has opened an account with Baidu Union website (http://union.baidu.com) and the account name is   (translation: Kingsoft Cheetah) and ksbrowser and is willing to comply with the terms of Baidu Union Membership Registration Agreement (http://union.baidu.com/regAgreement.html).

2. Party B is a leading network technology company in the field of search engine.

3. The parties wish to collaborate with each other leveraging their respective strengths.

Therefore, the parties agree:   2





Chapter 1 Definitions and Interpretations

1.1 Definitions

Except as otherwise defined in the context hereof, the terms shall have the following designated meanings:

  1.1.1 PRC Laws: means any present and future promulgated laws, regulations, decrees and binding policies in PRC.

  1.1.2 Trade Secrets: means any technology, financial, business or any other information owned by either party and / or its subsidiary oraffiliate and protected as trade secrets.

  1.1.3 Effective Date: means the date on which this agreement is executed.



1.1.4 Force Majeure: means any event which is not reasonably controllable, foreseeable or avoidable even if foreseeable by the parties, which makes it impossible for either party to perform the whole or part of its obligations pursuant to this Agreement. Such event includes without limitation governmental actions, earthquakes, typhoon, flood, fire or any other natural disaster, wars or any other similar event. In respect of the special nature of the internet, Force Majeure also includes the following events which influence the normal operation of the internet: 1) hacker attacks; 2) material influence of the technical adjustments of the telecommunications department except for losses of one party resulting from its own mismanagement; 3) temporary suspension caused by governmental control, except for the governmental control on one party resulting from its own misconduct; 4) virus attacks.

  1.1.5 Baidu website: means www.baidu.com.

  1.1.6 Cooperation Term: means the term set forth in Chapter 3 hereof.

  1.1.7 Actual revenues: means the revenues payable by Party B to Party A based on the amount of search traffic generated by Party A's website for Party B, less Party B's related costs and legal taxes and charges. The search traffic generated by Party A for Party B, which forms the basis for calculating the actual revenues, shall be determined by Party B based on its statistical data.

1.2 Interpretations

1.2.1 The date hereof shall mean the calendar day, the business day hereof shall mean the work day other than public holidays in PRC, and the month hereof shall mean the calendar month.   3





1.2.2 The headings hereof is for inference only and shall not otherwise affect the meaning and construction of any other part of this Agreement.

1.2.3 If needed in the context, use of plurals shall include its singulars, and vice versa.

1.2.4 All references to chapters, provisions and paragraphs shall mean the chapters, provisions and paragraphs herein.

Chapter 2 Representations and Warranties

2.1 Legal Status

Either party represents and warrants from the date hereof:

2.1.1 It has the qualification to conduct the transaction hereunder and such transaction is in compliance with the business scope;

2.1.2 It is eligible to enter into this Agreement and perform the obligations hereunder.

2.1.3 Its authorized representative has adequate authorization to execute this Agreement on its behalf (a copy of the authorization letter shall be delivered to the other party for record).

2.1.4 To its knowledge, it has disclosed all documents which may have a material adverse impact on its performance of obligations hereunder which are issued by the governmental agencies in the registered place or business place and known to it; and it is not the subject of any insolvency, dissolution or bankruptcy procedures.

2.2 Legal Effect

2.2.1 From the Effective Date, this Agreement is legally binding on each party.

2.2.2 Either Party warrants that the execution and performance hereof as well as the business transactions contemplated hereof will not violate any PRC Laws in any respects.

Chapter 3 Cooperation Term

3.1 Cooperation Term

The Cooperation Term of the parties shall be two years from May 1, 2013 to April 30, 2015. One month prior to the expiry of the Cooperation Term, the parties may further negotiate the cooperation forms, if fails, this Agreement will be terminated upon expiry.

  3.1.1 This Agreement is effective on the day of May 1, 2013 and the effective term is the same as the Cooperation Term. The contracts of which the Parry A contract No. are KIS-Y-BJ120195 and KIS-Y-BJ120196 (Party B contract No. are 151215UD0118, 151215UD0119) are terminated on April 30, 2013.   4





Chapter 4 Liabilities of the Parties

4.1 Details of Cooperation

The parties use their respective strengths to cooperate on internet searches, and during the effective Cooperation Term, the parties are collaborative partners. The parties have complementary advantages in the aspects of information usage, promotion, marketing, technical support and services, and now form a strategic alliance to develop their respective businesses.

4.2 Party A's Obligations



4.2.1 Party A imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and / or interfaces of any other Baidu union members.



4.2.2 Party A will display Party B's search engine box in the first screen of the homepage of Kingsoft Navigation website, and imports the search results provided by Party B to the search function in the Party A's Product by connecting its Product to the technical port provided by Party B. Party A shall also cooperate with Party B to market Baidu promotion services through the use of search engine. In other words, it is a technical service in which Party B displays the website of Party B's clients on the relevant page of Baidu website and/or on the pages and/or interfaces of any other Baidu union members. The form of search engine box is attached as Annex 2. Without Party B's confirmation in writing or via email, Party A shall not change the form, or otherwise Party A will be deemed to breach this Agreement.



4.2.3 Party A shall not put the Party B's search engine service on any other website, or change the codes which are used to import the search engine service of Party B. Party A's website(s) that correspond to Party B's codes are set forth in Annex 2. If Party A needs to add any website(s) or change the codes, it shall obtain the confirmation from Party B in writing or via email, or otherwise Party A will be deemed to breach this Agreement.

  4.2.4 When Party A promotes websites by means of software installation, Party A needs to determine the homepage of the software users' browsers. In the event that the homepage of the software users' browsers is *.baidu.com or *.hao123.com, Party A shall not change the homepage of the users' browsers by means of the software being installed.   5





  4.2.5 During the cooperation between the parties, Party A agrees not to enter into any form of cooperation with Qihoo 360, unless PartyA needs such cooperation with Qihoo 360 for business or technology and Party B has provided its prior consent.



4.2.6 Party A covenants that during the Cooperation Term, it will list Party B's search engine service as one of its search engine services, of which Cheetah Browser will list Party B's search engine service as the default search engine service. In the event that Party A breaches this covenant, Party B shall have the right to terminate this Agreement at any time and shall not pay any share of profits to Party A.

  4.2.7 During the cooperation, Party A shall form a team composed of specialized personnel to carry out the related work so as to ensurethe smooth cooperation between the parties.

  4.2.8 Party A shall not change the related functions and contents inherent to Party B's search engine box. If a change is necessray,consent shall first be obtained from Party B.

  4.2.9 Party A shall not assign to any third party the functions and contents used in the website column(s) that are made the subject matter of this cooperation agreement. In addition, Party A shall not use the functions and information provided by Party B to carry out any commercial activities.



4.2.10 Party A undertakes to comply with the Business Cooperation Standard of Baidu Union published in http://union.baidu.com/regAgreement.html (see Annex 3), or otherwise Party A will be deemed to breach this Agreement. Party A also agrees to participate in the Blue Sky 365 Action Plan and comply with Blue Sky 365 Action Plan Regulations (see Annex 4).



4.2.11 Party A warrants that it legally owns or otherwise holds the valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party A's technology or intellectual property shall be handled by Party A; any losses and costs of Party B resulting from the deficiency of Party A's services or products shall be borne by Party A. Party B has the discretion to terminate this Agreement from time to time in the event that (i) Party A has no legal right in respect of the services or products provided or, (ii) the services or products provided by Party A lead to any legal dispute or proceedings with third parties.   6





4.3 Party B's Obligations

  4.3.1 Upon the effectiveness of this Agreement, Party B shall form a team composed of specialized personnel to carry out for the relatedwork so as to ensure the smooth cooperation between the parties.

  4.3.2 Party B shall not publish any contents other than agreed hereof in the Party A's website column(s) that are made the subject matter of this cooperation agreement. In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.



4.3.3 Party B will provide to Party A an account which will timely return the visiting traffic data for Party A's easy inquiry. At the same time, Party B ensures the completion, accuracy and truth of the visiting traffic data. If Party A finds the visiting traffic data abnormal, Party B shall issue a written explanation, and the actual revenues generated from the questionable traffic shall not be settled until there was a final confirmation.



4.3.4 Party B warrants that it legally owns or otherwise holds a valid license to the intellectual property relating to the services or products provided pursuant to this agreement. Any disputes resulting from the Party B's technology or intellectual property shall be handled by Party B; any losses and costs of Party A resulting from the deficiency of Party B's services or products shall be borne by Party B.



4.3.5 Party B has the right to penalize any acts of Party A , in whatever form, carried out in contravention with Party B's union cooperation policies. The penalties may include =the immediate suspension of Party A's account, termination of this Agreement, and taking any applicable civil or criminal remedial actions against fraud and any other legal causes. Party B shall have the right to final interpretation of this provision.



4.3.6 Party B retains the right to adjust the public price of the service and the service content, including but not limited to adding or reducing the service items, and raising or lowering the prices. In the event that Party B wishes to carry on such adjustment, it shall notify Party A in writing two weeks in advance. If Party A objects to such adjustment, it has the right to notify Party B to terminate this Agreement in writing within 2 weeks upon receipt of the notification. Within 3 working days upon termination of this Agreement, Party B shall settle with Party A. Failure to exercise such termination right is deemed that Party A agrees the adjustment of Party B.

  4.3.7 With respect to the cooperation hereof, Party B has the discretion to assign to its affiliates all or part of its obligations hereunder without breaching this agreement. Party B's affiliates mean Party B's parent companies at different levels as well as the companies, owned or controlled, directly or indirectly, by the Party B's parent companies at different levels.   7





4.4 Exemption of Liabilities With Respect to the Search Engine (by Party B)

See Annex 1. The Parties agree that the exemption of liabilities in the annex is applicable to the transactions hereunder. Within the scope of exemption clause, Party B and its affiliates are not liable for any compensation or any other liabilities.

Chapter 5 Information Content Cooperation

5.1 The parties shall arrange an employee to be responsible for the coordination work so as to ensure the regular update and maintenance.

5.2 Fees

  5.2.1 The parties will not charge each other any fees for the shared information content. Unless otherwise agreed hereof, the feesincurred shall be borne by each party respectively.

  5.2.2 The Actual Revenues of the parties arising from the Baidu promotion services in the search results pages shall be dividedproportionately, and Party A shall bear the taxes payable on its own share of revenues:

  (1) The address bar, search bar, homepage/blank page of Cheetah Browser shall use Baidu Search as default search engineservice;

  (2) The default traffic shall mean the default traffic of the website address site and the traffic of the Cheetah Browser;

  (3) The monthly average daily non-default traffic shall not exceed the default traffic. If it does, then the traffic in excess willnot form part of the basis for calculating the share of revenues;

  (4) If the default traffic is lower than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (5) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (6) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;   8





  (7) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%;

  (8) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%; and

  (9) If the default traffic is more than ***, the share of revenues for the non-default traffic is ***%, and the share of revenuesfor the default traffic is ***%.

If Party A objects to the Party B's revenue-sharing policy, it may terminate this Agreement. In the event that Party A continues to receive its share of revenues, it shall be deemed that Party A agrees with Party B's revenue-sharing. Party A shall bear the taxes payable on its own share of revenues.



5.2.3 Party B confirms the share of revenues of the preceding month payable to Party A on the first day of each calendar month (hereinafter referred to as (the Reference Date, and postponed in the event of public holidays) according to the above Article 5.2.2. Upon the confirmation of the share of revenues of such month, it shall not be adjusted, unless there is sufficient proof evidencing the statistics is not correct.

  5.2.4 The financial settlement between the parties will be carried out monthly.

Party A provides the invoice of the share of revenues in the preceding month within the first 5 working days in each month in advance, Party B warrants to pay the share of revenues to Party A prior to the 20t h day of each month (postponed in the event of public holidays) according to Article 4.1 hereof. In the event that Party A objects the payment from Party B, it shall propose within the first 5 working days in each month in writing, or it will be deemed as no objection. Party B shall review within three working days upon receipt of Party A's written objection and notify the results thereof to Party A.

  5.2.5 After the effectiveness of this Agreement, in the event that the share of revenues payable to Party A in the preceding month is less than RMB 100, then it will be carried forward to the next month automatically and settled together according to the preceding provisions.

Chapter 6 License

6.1 The search results provided by Party B and the intellectual property of any related technology shall be owned by Party B, without authorization, Party A shall not amend, deduct, split or reverse Party B's technologies and programs. Party A shall not obtain the source codes of the programs of Party B with any methods. Without authorization, Party A shall not apply the service provided by Party B for other usage.

6.2  baidu and   are all registered trademarks of Party B. During the cooperation, if Party A has to use Party B's trademarks, it shall obtain Party B's prior written consent. Nevertheless, if this Agreement is terminated or either party rescinds this Agreement, Party A shall no longer use   baidu,   and any other registered trademarks of Party B in its product page and promotions of all kinds.   9





Chapter 7 Confidentiality

7.1 Any and all information acquired by the parties and their employees due to the execution or performance of this Agreement, including without limitation the scientific, business or internal information relating to technology, finance, marketing or management shall be the confidential information of the parties and their proprietary properties.

7.2 The parties mutually covenant that they will keep each other's confidential information in strict confidence, and will use only for the purpose of this Agreement, shall not use or permit others to use the confidential information or disclose such to any third parties except the following events:

  7.2.1 Upon the written consent of the other party;

  7.2.2 As according to the orders or requirements of the competent courts, any governmental agencies or administrative agencies;

  7.2.3 Such information becomes known to the public not for any deliberation, recklessness or negligence of either party or its agents,officers or employees;

7.3 The parties are obliged to disclose the confidential information only to the employees necessary to know it and instruct such employees to be responsible for the confidential liability hereunder and be liable to the violation of the confidential liability of the employees.

Chapter 8 Breach

8.1 General Breach

In the event either party breaches its obligations hereunder, the breach party shall immediately suspend its breach upon the receipt of the non-breach party's written notice requiring it to rectify its breach, and pay all the losses to the non-breaching party arising from such breach within ten (10) days. If the breach party continue to carry on the breaching conduct or does not perform its obligations, the non- breaching party shall have the right to terminate this Agreement in addition to the compensation for the breach.   10





8.2 Breach Liabilities

If fault on both parties, they shall bear their respective liabilities according to their actual degree of fault.

Chapter 9 Termination

9.1 Termination Events

This Agreement will be terminated upon any of the following events:

  9.1.1 The Cooperation Term is expired and the parties determine not to renew;

  9.1.2 The non-breaching party terminates this Agreement according to Article 8.1 hereof;

  9.1.3 Either party is under bankruptcy or enters into liquidation or dissolution procedures;

  9.1.4 If the Force Majeure lasts consecutively for thirty (30) days and above, either party may terminate this Agreement by awritten notice according to Article 11.7 and terminate this Agreement on the receipt date as defined herein.

9.2 Matters after the Termination

  9.2.1 Within fifteen (15) days upon the termination of this Agreement, the parties shall delete the links between their websites.

  9.2.2 The termination of this Agreement shall not affect the unsettled payment hereunder or either party's payment obligation andother obligations or rights incurred before the termination.

  9.2.3 Notwithstanding the termination of this Agreement, the obligations set forth in Chapter 7 and Chapter 10 are binding to bothparties.

Chapter 10 Governing Laws and Dispute Resolution

10.1 Governing Laws

The execution, validity, construction, enforcement and the settlement of any disputes herefrom shall be governed by PRC Laws.

10.2 Negotiation and Proceedings

  10.2.1 Any dispute arising from the construction and enforcement of this Agreement shall be settled through friendly consultation ormediation by a neutral third party first.

  10.2.2 If the dispute fails to be resolved within thirty (30) days by such method set forth above, either party shall submit to the court inthe location of Party B.   11





Chapter 11 Miscellaneous

11.1 Waiver

If either party fails to exercise or timely exercise its rights, power or preemptive rights hereunder, it shall not be deemed as a waiver; otherwise, any individual exercise or partially exercise any of its rights, power or preemptive rights shall not prejudice its exercise of such rights, power or preemptive rights thereafter.

11.2 Amendment

This Agreement may only be amended by mutual written agreement by the parties.

11.3 Marketing Supports

On the basis of the parties' acknowledgment, the parties will make and carry on necessary marketing measures to expand the reputation and influence of the parties cooperation.

11.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, negotiations and agreements.

11.5 Notice

  11.5.1 Any material notices or written letters between the parties shall be in Chinese and delivered by facsimile, in person(includingcourier) or by registered mail.

  11.5.2 All the notices and letters shall be sent to the address in the preamble hereof unless otherwise notified in writing in advance;



11.5.3 If the notices and letters are sent by facsimile, then the delivery time shall be subject to the actual time displayed in the facsimile record, except that the sending time is after 17:00 pm of such date, or the time of the receiver's location is not a Business Day, then the delivery time shall be the following Business Day of the receiver's time; if sent via e-mail, the delivery time shall be subject to the time when the email enters into the email system designated by the receiver; if sent in person (including courier), it shall be subject to date the receiver's signing for receipt; if sent by registered letter, it shall be subject to the receipt issued by the post office and five (5) Business Days from the date of sending.   12





11.6 Successor

This Agreement is made for the benefit of and equally binding upon the parties and their respective successors and assignees.

11.7 Force Majeure

  11.7.1 In the event of Force Majeure, the affected party shall notify the other party in respect of the nature, incurring date, anticipated lasting time and related details as fastest as reasonably possible and the degree of such event hindering the performance of its obligations of the notifying party hereunder.

  11.7.2 During the consecutive period of the Force Majeure, the affected party shall regularly and timely keep the other party informed of the current status of the Force Majeure, in the event that the Force Majeure ends, it shall notify the other party in writing timely and continue to perform the obligations hereunder.

  11.7.3 The party affected by the Force Majeure may temporarily suspend the performance hereunder until the influence of the Force Majeure is removed after it performs its obligations pursuant to Item 1 and 2 of this Article and need not to bear any breach liabilities; however, it shall use best efforts to conquer such event and minimize its adverse influence.

11.8 Language

This Agreement is made in Chinese and there are two originals which have the same legal effect and each party has one original.

11.9 Unmentioned Matters

Any other matters unmentioned hereof shall be subject to PRC Laws.

11.10 Other Matters

This Agreement is effective from the date of its date of signature and chop, and any other agreement between the parties regarding to matters which are similar to the cooperation contents hereunder shall be terminated automatically. Annexes are integral parts of this Agreement and have the same legal effect as the text hereof.   13





Party A: Beike Internet (Beijing) Security Technology Co., Ltd.

Authorized signatory: /s/ common seal

Title:

Date:

Party B: Baidu Online Network Technology (Beijing) Co., Ltd.

Authorized signatory: /s/ Guolin Ma /s/ common seal

Title:

Date:   14





Annex 1

Search Engine Exemption Clause

1. In addition to service clause indicated by Baidu, Baidu is not responsible for any other accident, negligence, breach, defamation, infringement to copyright or other intellectual property right and the loss occurred thereby (including by virus through download) arising from using search engine and will not undertake any legal liability.

2. Baidu is not responsible for the legality of link and information, product and service obtained from webpages through search engine which are searched automatically in accordance with users' search order, and will not undertake any legal liability.

3. All content of search engine does not represent Baidu's opinion.

4. User shall undertake the risk of using search engine by itself and Baidu will not guarantee in any form, including the result meeting users' requirement, service continuity, safety, accuracy, timeliness and legality of search result. Baidu will not undertake any legal liability for user's failure to normally use Baidu for technology reason such as internet status, communication line and etc.

5. Baidu respects and protects all search service users' personal privacy and their personal information such as registered user name and email address, etc., which will not be disclosed to the third party without user's consent or compulsorily required by law. The keywords used by users in search engine will not be regarded as personal privacy information.

6. Any website shall report to service website or Baidu, or add refusal mark to the webpage in accordance with the Robots Exclusion Protocol, if it does not want to be included by Baidu, otherwise it will be deemed as willing to be included.

7. Any unit or person shall report to Baidu or service website in written timely and provide ID card, ownership certificate and detailed violation evidence if it considers the content through Baidu search service or search link may be suspected of violating its legal right. Baidu will remove such suspected search service or search link as soon as possible after its receipt of legal documents above.   15





Annex 2

1. Display Format

2. Table of Fee-charging Code and Corresponding Website   Fee-charging item   Channel   Display location     Search box on the first page   16





Annex 3

Business Cooperation Standard of Baidu Union

In order to standardize the business cooperation of Baidu Union (hereinafter Union) and maintain the fair and honest order, it is provided for the business cooperation of Union as follows and member of the Union shall comply with this standard strictly to maintain the smooth and healthy development of business cooperation.

[General Rules]

All act which may damage the right of user of Baidu promotion, damage user experience, disturb market cooperation order of the Union, adversely affect Baidu product and business reputation of Baidu, constitute unfair competition against Baidu or violate legal right of Baidu are forbidden by the Union, including but not limited to:

1. Click by itself

Repeat manual search, click by itself, incite others to search or click.

2. Compel to click

Compel user to click to get resource in return; or pop-up window of search result endlessly.

3. Program click

Simulate user's click through program or script, automatically click and search tool, the third party's click or search (such as paid click, auto- browse, clicker, IP click by agent servicer, fault IP click, mutual click and auto-refresh).

4. Illegal promotion

Promote by irregular means such as virus, compulsory first page, compulsory kidnap address bar, search engine cheating, exaggerate times.   17





5. Breach of exclusivity clause

Breach the exclusivity agreement with Baidu to engage in competing business.

6. Mix of competing business

Amend the pattern of the Union product or competing business to mislead users.

7. Other breach

Other act Baidu thought has damaged or may damage the right of user of Baidu, user experience, Baidu brand or business reputation of Baidu, constitutes unfair competition against Baidu or violates other legal right of Baidu.

[Search Promotion Cooperation]

8. Determine keyword

Determine keyword in search frame or direct link to search result page.

9. Amend search result page

9.1 Edit, amend or filtrate any promotion content or information contained in search result or amend the order by any means, or delete, hide or minimize any promotion content or search result, or add any other content to Baidu search result page of browser through software.

9.2 Re-direct the final user from any promotion page or search result page to others, or the promotion page or search result page provided is not the same version with that got by final user through directly visited.

9.3 Beyond the range permitted by this standard, directly or indirectly visit, launch and/or start promotion content or search result through any software, other website or any form other than member website, or combine promotion content or search result into it by other means.

9.4 Store or cache any or part of, copy of, derivative of information of search result through capture, spider, index or any other non-temporary ways.   18





10. Directly use of search result

Directly use any webpage of search result of final user through frame linked or other ways.

11. Breach of release page

11.1 Present business code on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or any webpage or website with any pornographic content, hate mongering content or violence content.

11.2 Release code in non-configured domain name.

12. Induce to click

12.1 Introduce the search result with word such as excellent recommendation, relevant link or welcome to click.

12.2 Put graph of arrow, download instruction or other leading graph to the search result.

12.3 Award user's click.

13. Breach of release number

Release more than three search frames per page.

14. Flow kidnap

14.1 Falsify the charge index by software, plug-in or other ways, kidnap Baidu, hao123 and other Union member's flow.

14.2 Falsify other Union member's first page through any promotion way damaging user experience and other unfair competition.   19





14.3 Amend the first page of Baidu (www.baidu.com) or hao123 (www.hao123.com) set by user in any ways.

14.4 Amend the page of Baidu or hao123 in any ways.

15. Breach of binding with Baidu software

Binding with Baidu software without any indication, install compulsory; add functions other than that of Baidu software or delete original function, re-bind other software without any indication, misleading the act of other software as that of Baidu; set obstacle for user installed Baidu software through member website to uninstall.

[Union Promotion Cooperation]

16. Determine keyword

Stack keywords in webpage content, source code to affect normal theme matching.

17. Amend promotion content

17.1 Re-direct the promotion page clicked by user to others, which is not the same with that got by final user through directly visited.

17.2 Store or cache any part of, copy of, derivative of promotion content through capture, spider, index or any other non-temporary ways.

18. Breach of release page

18.1 Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or popup window, or webpage or website with any pornographic content, hate mongering content or violence content.

18.2 Release theme promotion business on rubbish page with no essence for the purpose of presenting theme.

18.3 Release promotion content in non-configured domain name or software.   20





19. Induce to click

19.1 Introduce the promotion content with word such as excellent recommendation, relevant link or welcome to click.

19.2 Put graph of arrow, download instruction or other or misleading graph to the promotion content.

19.3 Award user's click of promotion content.

19.4 Promotion content is too close to the text or click zone (such as turn-page button, navigation button, video window and etc.) causing void click (recommending not to put the promotion content above or below the turn-page button).

19.5 Pretend the promotion content as the text of page which mix the promotion content with page content.

19.6 Hide or auto-block the window through js or other ways, causing user's failure to see the promotion after click.

19.7 Release code of special zone besides patch promotion, amend code without authorization or patch through special ways.

19.8 Cover, hide any part of theme promotion zone or overlap page content with promotion content.

19.9 Float the promotion content or present in other ways.

20. Breach of release number

20.1 Release more than three product codes of theme description and theme link accumulatively per page. (not include the patch promotion)

20.2 Release more than one code of theme suspension per page besides theme description and theme link, release more than one form of theme suspension (side bar/button/window) per page.

20.3 Release more than one code of patch promotion per playing window, several playing windows on one webpage, more than three codes of patch promotion available.   21





21. Breach of using iframe

Use through amending code or other ways without authorization.

21.1 Use Union's theme suspension product through iframe.

21.2 Use theme description, theme link and patch promotion product through iframe in illegal ways:

21.2.1 Release code of Union promotion business to more than two (including) layers of iframe;

21.2.2 Use more than two (include) business codes through iframe for one time;

21.2.3 Inset more than one iframe unit in one page;

21.2.4 Module presented by iframe is smaller than that used through iframe;

21.2.5 Present promotion content on charged website through non-charged website iframe.

[New Business Cooperation]

22. Breach of release page

Present promotion content on any wrong page, register page or thanks page (such as thanks page after user registers on relevant website) or any email, or webpage or website with any pornographic content, hate mongering content or violence content.

23. Induce

23.1 Introduce the cooperation promotion content with word such as excellent recommendation, relevant link or welcome to click.   22





23.2 Put graph of arrow, download instruction or other leading graph to the cooperation promotion content.

23.3 Put pornographic picture close to cooperation promotion content.

23.4 Award use's install, register, purchase and other act.

23.5 Simulate official website of cooperation promotion client.

24. Breach of release number

Present or release more than three cooperation promotion units per page.

25. Self-lead

Repeat manual install, register, purchase and etc., incite others to install, register, purchase and etc.

If any Union member does any illegal act above, Baidu has the power to punish. Baidu's data for investigating and punishing the Union member's illegal act shall prevail, including but not limited to void click data and flow kidnap data.

Appendix: Process method

Baidu may take one or more measures as follows to process the illegal act:

1. Deduct credit index

2. Deduct accumulated credit

3. Deduct share of revenues

4. Block illegal business

5. Stop sub-account authority

6. Limit register information

7. Expose illegal case   23





Baidu has the right of final explanation for this Business Cooperation Standard of Baidu Union. Baidu may update this Business Cooperation Standard of Baidu Union from time to time and all Baidu Union members are urged to pay continued attention to relevant content to learn and timely comply with the latest regulation.   24





Annex 4

Rules of Blue Sky 365 Plan

Honesty is the basis for long-standing business. We could only make more profit, grow faster with stronger cooperation based on honesty.

Honesty is not only a promise but also an act. Hereby, Baidu Alliance, together with partner, build an alliance circle of honesty and health, a cooperation environment of self-discipline, fairness and honesty and comply with rules as follows strictly:

1. Agree that honesty is the base of alliance development;

2. Cooperate in line with the Business Cooperation Standard of Baidu Alliance strictly;

3. Dose not launch or engage in any illegal act such as click fraud, flow kidnap;

4. Report the illegal information actively and protect honesty;

5. Accept supervision and willing to undertake liability and result of illegal act.

The rules above shall be reflected every day. Let us build the Blue Sky 365 of alliance circle together.   25 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

Answer: In the event that Party B breaches this covenant, Party A has the right to terminate this Agreement at any time and require Party B to pay 30% of Party A's share of revenues as liquidated damages.


Question: EXHIBIT 10.6

                              DISTRIBUTOR AGREEMENT

         THIS  DISTRIBUTOR  AGREEMENT (the  Agreement)  is made by and between Electric City Corp.,  a Delaware  corporation  (Company)  and Electric City of Illinois LLC (Distributor) this 7th day of September, 1999.

                                    RECITALS

         A. The  Company's  Business.  The Company is  presently  engaged in the business  of selling an energy  efficiency  device,  which is  referred to as an Energy  Saver  which may be improved  or  otherwise  changed  from its present composition (the Products).  The Company may engage in the business of selling other  products  or  other  devices  other  than  the  Products,  which  will be considered  Products if Distributor  exercises its options pursuant to Section 7 hereof.

         B. Representations.  As an inducement to the Company to enter into this Agreement,  the  Distributor  has  represented  that  it has or  will  have  the facilities,  personnel,  and financial capability to promote the sale and use of Products.  As an  inducement  to  Distributor  to enter into this  Agreement the Company has  represented  that it has the  facilities,  personnel  and financial capability to have the Products  produced and supplied as needed pursuant to the terms hereof.

         C. The Distributor's  Objectives.  The Distributor  desires to become a distributor  for the Company and to develop  demand for and sell and  distribute Products  solely  for the use within the State of  Illinois,  including  but not limited to public  and  private  entities,  institutions,  corporations,  public schools, park districts,  corrections facilities,  airports,  government housing authorities and other government agencies and facilities (the Market).

         D. The Company's  Appointment.  The Company appoints the Distributor as an  exclusive  distributor  of Products in the Market,  subject to the terms and conditions of this Agreement.

         1.       ESTABLISHMENT OF DISTRIBUTORSHIP

                  1.1      Grant  and   Acceptance.   Company  hereby   appoints                            Distributor as Company's exclusive distributor within                            the Market and grants to  Distributor  the  exclusive                            right  to sell and  distribute  Products  within  the                            Market,   and   Distributor   hereby   accepts   such                            appointment  and such grant,  in accordance  with the                            terms and conditions of this  Agreement.  Distributor                            acknowledges that customers of other  distributors of                            the Products may have sites,  locations or operations                            in  the   Market,   which  will  use  the   Products.                            Distributor  will sell any and all Products  required                            by such  customers in the Market to those  customers.                            Distributor also  acknowledges  that if its customers                            have  sites,  locations  or  operations  outside  the                            Market,   in  the   market   of   another   exclusive                            distributor of the Products,  those customers will be                            required to  purchase  products  from the  applicable                            exclusive  distributor  in  that  market;  otherwise,                            Distributor shall be free to sell to its customers in                            any  market  which  does not have  another  exclusive                            distributor.

                  1.2      License.  The Company  hereby grants the  Distributor                            the right to do business  and use the name  Electric                            City of  Illinois  or a  similar  variation  thereof                            (collectively   the   Names)  for  use  under  this                            Agreement.  Distributor may file with the appropriate                            state and local authorities assumed name certificates                            as required.  Copies of all documents relating to the                            use of the Names shall be  forwarded  to the Company.                            Upon termination of this Agreement  Distributor shall                            have no further  right to the Names and said  License                            to use the Names shall terminate.  Distributor  shall                            have  no  right  to  sublicense  the  Names  or to do                            business  under any other names without the Company's                            prior  approval in writing.  The parties  acknowledge                            that the  terms  herein  consist  of there  terms for                            Illinois.  At the  request  of  either  party,  a new                            agreement reflecting the terms and conditions of this                            Agreement,  may be executed  for each state or entity                            representing each state.





                  1.3      Term.  The term of this  Agreement  shall be ten (10)                            years (the Term)  which shall  commence on the date                            upon which the Company  delivers to  Distributor  the                            last Sample, as defined  hereinafter.  If Distributor                            complies with all of the terms of this Agreement, the                            Agreement  shall be  renewable on an annual basis for                            one (1) year terms for up to  another  ten (10) years                            on the same terms and conditions as set forth herein.                            All renewals of this  Agreement  shall be on the same                            terms and conditions as are set forth herein.

                  1.4      Company's Obligation.  Company shall sell and deliver                            as  provided  in  Section  2.3 of this  Agreement  to                            Distributor  on the  price  terms  set  forth in this                            Agreement  or as  amended  from  time  to  time  such                            quantity of Products as Distributor from time to time                            orders  from  Company.   Company  shall  promote  and                            advertise the Products generally, at its own expense,                            and   shall   furnish   Distributor   copies  at  all                            advertisement and promotional materials.

                  1.5      The Distributor's Obligation. The Distributor, at its                            own expense,  shall promote the distribution,  sales,                            and use of Products in the Market.

                  1.6      Distributor's  Terms  and  Minimum  Expectations.  In                            order  to  maintain  the  exclusive  rights  to sell,                            lease, distribute and service Products in the Market,                            the Distributor must use all commercially  reasonably                            efforts to purchase for sale to  subdistributors  the                            following minimum quantities of the Products from the                            Company:

         On the  commencement of the Term  Distributor will issue to the Company an  irrevocable  letter of credit (LC) in the amount of Five Hundred  Thousand Dollars  ($500,000),  the form of which is  attached  hereto  as  Exhibit  A and incorporated  herein by reference.  The LC shall have a two (2) month term,  and shall be renewed  for five (5)  consecutive  bimonthly  periods.  A minimum of a $250,000.00  purchase  order  must be  received  by Company by the first of each month for a total (12) month  period.  The Company may draw funds from the LC to pay for  Distributor's  purchases,  which are not paid according to the terms in Section 2.7. Prices for the EnergySaver units are

                                    Page -2-

provided  by the  Company as Exhibit C. The  Company  will be  entitled  to draw against the LC pursuant to the terms of the LC.

                  (A)    375 units in the first Product Year (1999)

                  (B)    750 units in the next succeeding Product Year; (2000)

                  (C)    937 units in the next succeeding Product Year; (2001)

                  (D)    1,171 units in the next succeeding Product Year; (2002)

                  (E)    1,463 units in the next succeeding Product Year; (2003)

                  (F)    1,828 units in the next succeeding Product Year; (2004)

                  (G)    2,285 units in the next succeeding Product Year; (2005)

                  (H)    2,856  unit each in the lat  three  years of                          the initial Term of this  Agreement  and any                          renewals thereof.

         For purposes of this Agreement, a Product Year shall be the twelve (12) month period  following the  commencement  of the initial Term of this Agreement and each twelve  (12)  months  thereafter.  Distributor's  expected  sales shall include the purchase of the Samples as defined hereinafter.

         Sales in excess of the  expected  sales  which are  actually  made in a Product Year may be applied to meet the  expectations for the next Product Year. Any such carry-over from one year to the next Product Year may not be considered in determining  whether there is a carry-over from that next Product Year. Thus, by way of example and not limitation,  if there was an expectation of 50 in year one and 200 for  year two and 60 units  are sold in year one and 195  units  are sold in year two,  the  expectation  for year two will have been met,  but there will be no carry-over to year three. If the  Distributor  shall fail to purchase the minimum number of units in any year, the  Distributor's  exclusive rights to sell and distribute the Product in the Market,  may at Company's sole option, be reevaluated.

         Company  agrees  that  Distributor  shall not be liable or  subject  to reevaluation  for  failure to meet  expectations  due to any  occurrence  beyond Distributor's  reasonable control,  including,  but not limited to, Acts of God, fires,  floods,  wars,  sabotage,  accidents  in shipping,  labor  disturbances,





weather conditions,  governmental regulation, lack of Company performance, delay by  Company,  failure of Company to honor  warranties  or  otherwise  materially support the Products.

         The aggregate  units to be sold on an annual basis  described above are for the Illinois distributorship on an aggregate basis.

         1.7      Relationship of Parties.  The relationship between the Company                   and the Distributor

                                    Page -3-

                  is that of vendor and vendee.  This  Agreement does not create                   the  relationship  of principal  and agent between the Company                   and the Distributor for any purpose whatsoever. This Agreement                   shall not be construed as constituting the Distributor and the                   Company as partners, joint venturers, or as creating any other                   form of legal  association or  arrangement  which would impose                   liability  upon one party for the act or omission of the other                   party.  Neither  party is granted any express or implied right                   of  authority  by the other  party to assume or to create  any                   obligation  or  responsibility  on behalf of or in the name of                   the other  party,  or to bind the other party in any manner or                   thing whatsoever.

2.       PURCHASE OF PRODUCTS

         2.1      Orders.  The Distributor shall order Products from the Company                   on a purchase  order form  mutually  acceptable to the Company                   and Distributor and which is consistent with Exhibit B hereto,                   and  which  incorporates  the  terms  and  provisions  of this                   Distributor  Agreement.  The  Distributor  shall  not order or                   purchase Products from any source other than the Company.  All                   orders shall be subject to acceptance and  confirmation by the                   Company.  Distributor  may  cancel an order  that is  properly                   cancelled by  Distributor's  customer,  unless the Company has                   commenced  production  which is in any way customized for that                   customer.  The Distributor  shall annually provide the Company                   with a  non-binding  forecast of orders for  Products  for the                   succeeding 12-month period.

         2.2      Shipment.  The  Company  and  the  Distributor  shall  jointly                   determine  shipment dates.  The Company shall use commercially                   reasonable  efforts to ship  promptly  all orders for Products                   received from the Distributor. In addition to any other remedy                   which this Agreement provides to Distributor  against Company,                   if Company fails to deliver or delays in  delivering  Products                   as were  ordered by  Distributor  within 45 days  after  their                   required  delivery date, and if as a result of such failure or                   delay  Distributor  loses  its  customer's  orders  for  those                   Products,  the number of units which  Distributor  ordered but                   were not timely  delivered to Distributor or to  Distributor's                   customer  will  be  credited  against   Distributor's  minimum                   expectation as specified on Section 1.6 of this Agreement. The                   Company  may refuse to accept a purchase  order on the grounds                   that it cannot meet the delivery schedule therein, and if as a                   result  of  such  failure  or  delay   Distributor  loses  its                   customer's  orders  for those  Products,  the  number of units                   which  Distributor  ordered but were not timely  delivered  to                   Distributor  or to  Distributor's  customer  will be  credited                   against   Distributor's   minimum.   Distributor   shall  make                   reasonable  efforts  to notify  the  Company  of the  proposed                   delivery  schedule before accepting a customer order and shall                   give the  Company  written  notice  of any  customer  purchase                   orders which  imposes  liability for late shipment and neither                   the  Distributor  nor the Company  shall have a liability  for                   consequential  or  liquidated   damages   pertaining  to  late                   delivery unless Company  specifically  acknowledges and agrees                   in  writing  to the  same.  The  Distributor  agrees  that the                   Company  shall not be liable for its failure to perform due to                   any  occurrence  beyond  the  Company's   reasonable  control,                   including, but not limited to, acts of God, fires,

                                    Page -4-

                  floods,  wars,  sabotage,  accidents  in  shipping  beyond the                   Company's  control,  labor strikes other than strikes  against                   the Company itself,  weather conditions or foreign or domestic                   government  regulation  or authority  which  directly  affects                   Company's ability to deliver Product.

         2.3      Delivery.  Other than drop ship  deliveries,  all deliveries





                  made  pursuant to this  Agreement  shall be FOB the  Company's                   facilities  located within the continental  United States by a                   carrier authorized by the Distributor.

         2.4.     Prices.

                  (A)      Prices For Basic  Units.  The prices for  Products in                            the first  Product  Year are  supplied  by Company as                            Exhibit C.

                  (B)      Inflation Price  Adjustment.  The prices set forth in                            Section   2.4(a)  shall  be  subject  to   adjustment                            annually  on the  first  day  of  each  Product  Year                            beginning in the calendar  year 2000 and on the first                            day of each succeeding Product Year for the remainder                            of the Term and all  renewals  of this  Agreement  in                            proportion   to  the  increase  or  decrease  in  the                            Consumer  Price Index (CPI) as compared to the CPI as                            it  existed  on the  first  day of the  Term  of this                            Agreement.  The Company  also  reserves  the right to                            increase  or  decrease  the price  per unit  based on                            Company   wide   changes   in  unit   prices  to  all                            distributors of the Company,  provided however,  that                            any price changes, other than those based on the CPI,                            shall be uniformly applied to all distributors of the                            Products   and  shall   reasonably   applied  to  all                            distributors  of the  Products  and shall  reasonably                            reflect Company's costs of manufacturing the Products                            and/or  market  demand  for  the  Products,  provided                            further  than any increase in price based upon market                            demand   shall   not  be  so  great  as  to   deprive                            Distributor  of  its  normal  and  customary   profit                            margin.  The Company agrees to exercise this right in                            good faith,  and  consider all  circumstances  of the                            Distributor  and the  Company.  The CPI  referred  to                            herein in issued by the Bureau of Labor Statistics of                            the U.S.  Department  of Labor.  Should the Bureau of                            Labor Statistics discontinue  publication of the CPI,                            the parties shall accept comparable statistics on the                            purchasing  power of the consumer dollar as published                            at the time of said  discontinuation  by  responsible                            periodical  or  recognized  authority to be chosen by                            the parties.

         2.5.     Resale Prices.  The  Distributor  may resell  Products at such                   price,  as the  Distributor,  in its  sole  discretion,  shall                   determine.  While the Company has the right to suggest a range                   of  manufacturer's  suggested  retail prices for the Products,                   the  distributor  is not obligated to set retail prices within                   the Company's suggested range of retail prices.

         2.6      Product Returns.

                                    Page -5-

                  (A)      Non-defective Products.  Unless the Company has first                            authorized   or   permitted   the   return   of   any                            non-defective   Products   and  except  as  otherwise                            permitted or required  herein,  the Company shall not                            be   obligated   to  accept  the   return   from  the                            Distributor  of any  non-defective  Products,  nor to                            make  any  exchanges  therefor,  nor  to  credit  the                            Distributor therefor. If Company does not give Annual                            Notice  pursuant to Section  3.1 hereof,  Distributor                            may, within 90 days of  modification,  improvement or                            alteration,  return the Products to the Company.  The                            Company shall not have any obligation with respect to                            Products  after  365  days   following   delivery  to                            Distributor, except as provided herein.

                  (B)      Defective  Products.  In the event of any  damages or                            other  defect in a  Product  which is  discovered  by                            Distributor   within   365   days   of   satisfactory                            installation  of  a  Product  at  Distributor's  or a                            subdistributor's   customer,  the  Distributor  shall                            promptly   report  the  same  to  the   Company   and                            reasonably  demonstrate the defect to the Company. If                            the  Distributor  reasonably  demonstrates  that  the                            Company is responsible for such damage or defect, the                            Company  shall  promptly  deliver  and install at the                            Company's expense,  additional or substitute Products                            to the  subdistributor's  customer without additional                            cost or charge to the Distributor or the customer for                            material,  labor,  shipping,  insurance  or any other                            charge.

         2.7      Payment Terms.  Distributor  shall pay Company  within  thirty





                  (30) days of   Distributor's or,  as  the  case  may  be,  the                   end-user's receipt of Products.

         2.8      Company  Cooperation.  The Company  shall  cooperate  with the                   Distributor  in obtaining all necessary  permits and approvals                   to permit  the use of the  Products.  The  Company  shall bear                   responsibility  for any  permits  needed  to  manufacture  the                   Products and  Distributor  shall bear  responsibility  for any                   permits needed to distribute the Products.

3.       PRODUCTS AND WARRANTY

         3.1      Product  Improvements  by the Company.  At the Company's  sole                   discretion,  and  at  any  time,  the  Company  may  give  the                   Distributor at least 90 days advance notice (Annual  Notice)                   of any  modification,  improvement  or  alteration of Products                   (New  Products)  and  development  of new models of Products                   (collectively  with  New  Products,   Improved  Products).                   Except for the  Improved  Products  for which the  Distributor                   receives the Annual  Notice,  the Company  shall sell Improved                   Products  to   Distributor   only  with  the  consent  of  the                   Distributor.  Any  Improved  Products  shall be subject to the                   provisions  of  this  Agreement.   Old  Products  will  remain                   available unless

                                    Page -6-

                  Improved Products perform at the same or better levels and are                   offered at reasonably  similar prices or at prices  increases,                   which reasonably reflect improvements in performance.

         3.2      Product Improvements by the Distributor. The Distributor shall                   disclose  to  the  Company  any   modifications   to  Products                   requested  by  end-users  or  other   proposals   for  Product                   improvement from end-users or the Distributor,  but shall have                   no right to make modifications without Distributor's consent.

         3.3      Warranty.  Company shall at all times make reasonable  efforts                   to  maintain  quality  control  and  to  deliver  Products  to                   Distributor  which,  when received by Distributor,  or, as the                   case  may  be,  the  end-user,  are  properly  and  adequately                   packaged   and   contained,   fully   assembled   (except  for                   miscellaneous  components  which may be shipped  separately to                   prevent damage in transit),  fully functional and otherwise in                   conformance  with the  warranties  set forth  herein.  Company                   warrants  that the Products  will be  designed,  manufactured,                   constructed,  assembled and packaged in a  workmanlike  manner                   and that such Products  shall be fully  functional and fit for                   their intended  purposes.  Company  further  warrants that the                   Products sold hereunder  shall be free from defects in design,                   materials and  workmanship  for a period of  twenty-four  (24)                   months after delivery to Distributor's  end-user.  The Company                   shall not be liable for defective Products, except as provided                   in this  Agreement.  The Distributor at all times shall comply                   with all  requirements of the  Magnuson-Moss  Warranty-Federal                   Trade Commission Improvement Act and similar federal and state                   laws and regulations.

         3.4      Warranty Work. If, within the twenty-four  (24) month warranty                   period set forth above,  Company  received from Distributor or                   any of  Distributor's  end-user's  a notice  which may be oral                   notice  confirmed in writing)  that any of the  Products  sold                   hereunder do not meet the Warranties  specified above, Company                   shall  thereupon  correct  each such defect by  providing  the                   necessary repairs,  and/or replacement parts, or if necessary,                   Products.  Company shall promptly respond to any timely notice                   of defect.  Unless otherwise expressly agreed to in writing by                   Distributor or Distributor's and-user,  Company shall bear the                   reasonable  expense  of  all  labor,  materials  and  shipping                   expended  or used in  connection  with the  correction  of any                   defects in the Products  occasioned by the  non-conformance of                   the  Product  with  Company's  warranty  as set forth  herein.                   Company  shall be  entitled  to  dispute  whether a Product is                   defective. In the event that Company is unable or unwilling to                   promptly  perform any warranty work without  reasonable  cause                   and following  full and fair  opportunity  to do so, or in the                   event of the necessity  for  emergency  repairs of a defective                   Product  for  which  there  is no  reasonable  possibility  of                   performance by Company,  Distributor may perform such warranty                   work or hire a third party to perform such  warranty  work and                   the reasonable cost thereof shall be paid by Company.

                                    Page -7-





         3.5      Service of  Products  in  Territory.  Within  thirty (30) days                   after the  execution  of this  Agreement,  the Company and the                   Distributor shall mutually agree upon a reasonable schedule of                   charges for after market  parts and  services  provided by the                   Company  or  the  Distributor  so  that  such  charges  do not                   adversely affect the marketability of the Products.

         3.6.     Non-Disclosure  of  Confidential  Information.   None  of  the                   parties   hereto  nor  their   associated   or  affiliated  or                   affiliated  companies  shall during the term of this Agreement                   or thereafter disclose any confidential  information  obtained                   or acquired by them in  connection  with the  Products and the                   business of the other,  including,  without limitation,  trade                   secrets, business techniques, technical information,  customer                   and potential customer lists,  marketing data and information,                   prices,  improvements  to the  Products  in various  stages of                   development,  processes,  or  other  confidential  information                   relating to the Products or the  business of the  Distributor,                   except that either  party shall be  permitted  to disclose (x)                   all or portions of such confidential information on a strictly                   need-to-know  basis to the  extent  required  by an order of a                   court of competent jurisdiction or by the order or demand of a                   regulatory body having  jurisdiction  over one or both parties                   and (y) any of such confidential  information that is the sole                   property  of the  party  making  the  disclosure  and does not                   include  any  information   owned  by  the  other  party.  The                   Distributor  shall not  disclose  this  agreement  except upon                   consent of Company. Confidential information shall not include                   information which:

                  (A)      Is or becomes  generally  available  to the party who                            desires  to  disclose   such   information   (or  its                            associated  or affiliated  companies) (a  Disclosing                            Party)  other  than as a result  of a breach of this                            Agreement or some other unlawful means;

                  (B)      Becomes  available  to  the  Disclosing  Party  on  a                            non-confidential  basis  from a  third  party  who is                            under no confidentiality or nondisclosure  obligation                            with respect to such information; or

                  (C)      Was   known   to   the   Disclosing    Party   on   a                            non-confidential   basis  prior  to  the   disclosure                            thereof to such  disclosing  Party by a party to this                            Agreement.

4.       DURATION AND TERMINATION

         4.1      Duration.   Unless  earlier   terminated   otherwise  provided                   therein,  this  Agreement,  subject to the  commencement  date                   established  in Section 1.3,  shall be effective  immediately.                   Distributor  shall submit written  reports to the Company each                   quarter during the first year of the Term,  commencing  ninety                   (90) days after  execution of this  Agreement,  describing its                   efforts,  the potential  customers it has  approached  and the                   status of its efforts.

         4.2      Termination  for  Cause.   Either  party  may  terminate  this                   Agreement upon 30 days

                                    Page -8-

                  prior written  notice to the other upon the  occurrence of any                   of the following events: (A) the Distributor's failure to make                   full and  prompt  payment  to the  Company of all sums due and                   owing to it; (b) either party's  default in the performance of                   any  of  the   material,   terms,   conditions,   obligations,                   undertakings,  covenants or  liabilities  set forth herein and                   such  default is not cured  within a  commercially  reasonable                   time  after  the  defaulting  party has been  notified  of the                   default  by the  other  party and (c) as  otherwise  expressly                   provided  herein.  In  the  event  either  party  (a)  becomes                   adjudicated insolvent,  (b) discontinues its business, (c) has                   voluntary of  involuntary  bankruptcy  proceedings  instituted                   against  it, or (d) makes an  assignment  for the  benefit  of                   creditors, the other party shall be entitled to terminate this                   Agreement effective immediately upon written notice.

         4.3      Accrued  Obligations.  In the event that either Distributor or                   Company fails to comply with the terms of this Agreement, both                   Distributor and Company acknowledge and agree that in addition                   to any claim for damages  either  party may have  arising from                   the  default of the  other,  they shall have the right to seek                   equitable  relief  by way of a  temporary  restraining  order,                   preliminary  injunction,  permanent  injunction and such other                   equitable  relief as may be appropriate.  In the event a party                   seeks the equitable relief of a temporary  restraining  order,                   preliminary   injunction,   permanent  injunction,   mandatory





                  injunction or specific  performance  both parties  acknowledge                   that they shall not be required to demonstrate  the absence of                   an adequate remedy at law, and neither party shall be required                   to post  bond  as a  precondition  to  obtaining  a  temporary                   restraining order or preliminary  injunction.  The termination                   of this  Agreement  shall not relieve either party hereto from                   obligations  which have occurred pursuant to the provisions of                   this Agreement prior to its termination,  nor shall it release                   either  party  hereto  from any  obligations  which  have been                   incurred  as a  result  of  operations  conducted  under  this                   Agreement.

         4.4      Repurchase of Products.  Upon the expiration or termination of                   this  Agreement,  pursuant to Section  4.1 or 4.2 hereof,  the                   Company may, at its option to be  exercised  within 30 days of                   the date of the termination of this Agreement, and in its sole                   discretion,  repurchase  any Products in the possession of the                   Distributor  at the net invoice price paid by the  Distributor                   to  the  Company  less  any  applicable  special   allowances,                   discounts, shipping or allowances for cooperative advertising.                   If Company  terminates  the  Agreement  without  cause and for                   reasons other than  Distributor's  failure to meet its minimum                   expectations;   it  shall   repurchase  from  Distributor  any                   unopened  Product,  and shall bear all shipping,  handling and                   related  costs  notwithstanding  any other  remedies  to which                   Distributor  may be  entitled.  On  demand  and  tender of the                   repurchase  price,  the  Distributor  shall  be  obligated  to                   deliver such Products to the Company. The Company reserves the                   right to reject any Products  that are not factory  sealed and                   in new and unused  condition.  Repurchased  Products  shall be                   shipped at the Company's  expense,  and the Company may offset                   any indebtedness of the Distributor to the Company against the                   repurchase  price of such  Products.  Following  expiration or                   termination of this Agreement, the Distributor may continue to                   sell any Products in the Market which are in its inventory

                                    Page -9-

                  and which the Company has not repurchased.

5.       REPRESENTATIONS AND WARRANTIES AND OTHER MATTERS

         5.1      Representations and Warranties of Company.

                  (A)      The  Company  represents  that,  to the  best  of its                            knowledge,  Products are in compliance with all laws,                            and  that  the  Products  will  not be  hazardous  or                            dangerous  when  used  for  their  intended  purpose.                            Products  do not  cause  harmful  emissions  or other                            environmental  hazards and Products do not violate or                            infringe any patents, copyrights, trademarks or other                            rights  of  nay  third  party(ies).  Company  further                            represents   and  warrants  that  its  Products  will                            perform as  advertised  and  promoted by the Company,                            and will be approved  or  certified  by  Underwriters                            Laboratory.

                  (B)      The  Company  will  make   available  to  Distributor                            comprehensive technical support for the first Product                            Year.  Distributor will have direct access to (a) the                            Company's engineering  consultants and (b) the patent                            holder's technicians.  Company's representatives will                            make themselves available three days per month in the                            first   Product   Year  to  consult  with  and  train                            Distributor.  All costs and expenses  associated with                            the  services  provided  to  Distributor   hereunder,                            including travel, lodging,  engineering  consultants'                            fees and employee time will be paid by Distributor.

                  (C)      Company  will  timely  furnish  all of  Distributor's                            requirements for Products within the Market, provided                            it  is  given   adequate   notice  of   Distributor's                            requirements  and a  full  and  fair  opportunity  to                            fulfill the same.

         5.2      Representations and Warranties of Distributor.

                  (A)      Distributor   shall  be  entirely   responsible   for                            learning,   understanding   and  training  about  the                            Products,  the costs of advertising and promoting the                            Products  in the  Market  through  the  Term  of this                            Agreement.  Distributor  shall  not  issue,  print or                            disseminate any information about the Products in the                            first  Product  Year  without  the  express   written                            consent of the Company.

                  (B)      Distributor  will  not  engage  the  services  of any                            engineering  or  consulting  firm without the express





                           written consent of the Company.

         5.3      Indemnification.  Company and Distributor  agree to indemnify,                   defend  and hold each other  harmless  from any and all suits,                   claims, obligations, liabilities, damages, losses and the like                   (including  attorneys'  fees and costs) relating to or arising                   out  of:  (A)  any  breach  of any  material  representations,                   warranties,  covenants,  obligations,  agreements or duties in                   connection with this  Agreement;  (b) any negligence or fault;                   (c) any violation by either of them of the patent,  copyright,                   trademark or other

                                    Page -10-

                  intellectual  property  rights of third parties.  In addition,                   Company   agrees  to  indemnify,   defend  and  hold  harmless                   Distributor from and against all suits,  claims,  obligations,                   liabilities,   damages,   losses   and  the  like   (including                   attorneys'  fees  and  costs)  arising  out of or  related  to                   Company's manufacture or design of the Products, provided that                   Distributor  is not at fault in connection  with the same, and                   Distributor  agrees to  indemnify,  defend  and hold  harmless                   Company  from and  against  all  suits,  claims,  obligations,                   liabilities,   damages,  losses  and  the  like  (including  a                   attorneys'  fees  and  costs)  arising  out of or  related  to                   Distributor's  sales,   marketing  practices  or  unauthorized                   Product  alteration  (provided that Company is not at fault in                   connection with same).

         5.4      Product Liability  Insurance.  Company will carry a reasonable                   amount of product  liability  insurance  through a  reasonably                   acceptable  products liability insurance company and will name                   the  Distributor  as an additional  insured under that policy.                   Company  will make  reasonable  efforts  to  procure a policy,                   which is non-cancelable, except upon thirty (30) days, advance                   notice to the Distributor.

         5.5      No License. The Distributor acknowledges and agrees the except                   as provided by Section 1.2 of this  Agreement,  this Agreement                   will not be construed as granting by implication,  estopped or                   otherwise  any license or other  right of use with  respect to                   any present or future patent, copyright, trademark, trade name                   or other proprietary right owned by or licensed to the Company                   or any of its affiliates.

         5.6      No Action to Invalidate. During the Term of this Agreement and                   for three  years  thereafter,  the  Distributor  (on behalf of                   itself and each of its affiliates) agrees not to commence,  or                   provide any  information to or otherwise  assist any person or                   entity in  connection  with,  any suit,  action or  proceeding                   contesting the ownership,  validity or  enforceability  of any                   patent,  copyright,  trademark,  trade name or other propriety                   right owned by or licensed to the Company,  whether  currently                   existing or hereinafter invented, developed or acquired unless                   required to by court order.  The Distributor  agrees to inform                   the Company  promptly  and  cooperate  with the Company in the                   event the  Distributor  obtains  knowledge  of any such  suit,                   action  or   proceeding   which  has  been   initiated  or  is                   contemplated by any other person or entity.

         5.7      Nonsolicitation.

                  (A)      During the Term of this Agreement and for a period of                            twelve (12) months  thereafter,  the  Distributor (on                            behalf of itself,  each of its affiliates and each of                            their respective representatives) agrees that it will                            not  directly  or  indirectly  solicit  or  hire  any                            executive,  managerial  or technical  employee of the                            Company or any of its affiliates.

                  (B)      Distributor further agrees that it will not interfere                            with or  otherwise  disrupt  the  business  relations                            between the Company or nay of its  affiliates and any                            of their current or prospective customers,  suppliers                            or distributors, during the

                                    Page -11-

                           Term of the  Agreement  and for a period of  eighteen





                           (18) months thereafter,  nor will Distributor solicit                            any  customer  or  potential  customer  of Company to                            purchase a competitive product during that period.

         5.8.     Nonpublic Information. The Distributor acknowledges that is it                   aware that the  securities  laws  prohibit  any person who has                   material, non-public information concerning the Company or the                   matters  which  are  the  subject  of  this   Agreement   from                   purchasing  or selling  securities of the Company (or options,                   warrants and rights relating  thereto) and from  communicating                   such  information to any other person under  circumstances  in                   which it is reasonably  foreseeable that such person is likely                   to purchase or sell such securities.

6.       INTERPRETATION AND ENFORCEMENT

         6.1      Assignment.  No  assignment  of this  Agreement  or any  right                   accruing  hereunder  shall be made by the Distributor in whole                   or in part,  without the prior written consent of the Company,                   which  consent  shall  not  be  unreasonably  withheld.  As  a                   condition  to  obtaining   such   consent,   the  Assignee  of                   Distributor's  interest hereunder shall first agree in writing                   in form and  substance  satisfactory  to the Company,  that is                   shall  assume  and  be  liable  for  the  performance  of  all                   obligations imposes by this Agreement on Distributor,  whether                   such obligations have then accrued are owing, or are yet to be                   performed, and shall demonstrate that is has the economic, and                   with  approval  of the  assignment,  the legal  capability  to                   perform  all  of the  obligations  of  Distributor  hereunder.                   Company  may  assign its  interest  in this  agreement  to any                   person or entity  which has  authority  to  fulfill  Company's                   obligations  hereunder  and which has the economic  ability to                   perform its  obligations  hereunder.  Upon the assignment of a                   party's  interest and rights in this  Agreement  the assigning                   party shall be relieved of all further  obligations imposed by                   this Agreement.          6.2      Nonwaiver of Rights. Failure of either party to enforce any of                   the  provisions  of this  Agreement or any rights with respect                   thereto or failure  to  exercise  any  election  provided  for                   herein shall in no way be a waiver of such provisions,  rights                   or  elections  or in any  way  affect  the  validity  of  this                   Agreement. The failure of either party to exercise any of said                   provisions,   rights  or  elections   shall  not  preclude  or                   prejudice  such party from later  enforcing or exercising  the                   same or any other provisions, rights or elections which is may                   have under this Agreement.

         6.3      Invalid  Provisions.  If any terms,  provision,  covenant,  or                   condition  of this  Agreement  is held by a court of competent                   jurisdiction  to  be  invalid,  void,  or  unenforceable,  the                   remainder  of the  provisions  shall  remain in full force and                   effect  and  shall  in  no  way  be   affected,   impaired  or                   invalidated.

         6.4      Notices.  Any  notice  or  other  communication   required  or                   permitted hereunder shall be in writing and shall be delivered                   personally,   telegraphed,   telexed,  or  sent  by  facsimile                   transmission or sent by certified, registered or express mail,                   postage prepaid. Any such notice shall be deemed given when so                   delivered personally,

                                    Page -12-

                  telegraphed,  telexed or sent by facsimile transmission or, if                   mailed, two (2) business days after the date of deposit in the                   United   States  mail,  by  certified   mail  return   receipt                   requested, as follows:

                  If to the Distributor to:                   Electric City of Illinois L.L.C.                   8628 Oketo Avenue                   Bridgeview, IL  60455                   Facsimile No.  (708) 598-4671                   Attn:  Jim Stumpe

                  With a copy to:                   Thomas V.  McCauley                   200 W.  Adams, Suite 2500                   Chicago, IL  60606                   Facsimile No.  (312) 346-9316

                  If to Company to:                   Electric City Corp.                   1280 Lanmeier Rd.                   Elk Grove Village, IL  60007                   Attn:  Joseph Marino, President

                  With a copy to:                   Kwaitt & Ruben, Ltd.                   211 Waukegan Road                   Suite 300





                  Northfield, Illinois  60093                   Attn:    Philip E.  Ruben, Esq.

6.5      Entire Agreement.  This Agreement,  together with all exhibits attached          hereto which are hereby  incorporated by reference,  supersedes any and          all other  agreements,  either  oral or  written,  between  the parties          hereto with  respect to the subject  matter  hereof and contains of the          covenants  and  agreements  between  the parties  with  respect to said          matter. This Agreement may not be altered, amended or modified,  except          by written instrument signed by the parties hereto.

6.6      Sample Products.  Company will,  during the Term of this Agreement (and          any renewal term), provide Distributor,  at Distributor's cost pursuant          to the  terms of this  Agreement,  with  five  (5)  sample  units  (the          Sample or  Samples)  for use by  Distributor  in  promoting  sales.          Distributor shall use the Samples for purposes of permitting  potential          customers  to use the Products in the field.  The Samples  purchased by          Distributor hereunder shall count toward the minimum expectations under          this Agreement.

6.7      Time of the Essence.  Time is of the essence of this Agreement.

                                    Page -13-

6.8      Force Majeure.  Neither party to this Agreement  shall be liable to the          other  party,  nor shall be subject to  injunctive  relief by the other          party if that party's  performance of its duties or  obligations  under          this  Agreement  is the  consequence  of Force  Majeure  as  defined in          Section 2.2 hereunder.

6.9      Governing Law.  This Agreement is to be construed according to the laws          of the State of Illinois.

7.       NEW PRODUCTS

         7.1      Right of Option.  Should Company  introduce  other products or                   devices as contemplated by recital paragraph A,  Distributor                   shall  have  the  option  of  becoming   Company's   exclusive                   distributor  of such  other  Products  or  devices  within the                   Market.

         7.2      Exercise of Option.  Distributor  shall exercise its option to                   become  exclusive  Distributor of other Products or devices by                   serving  written  notification  on Company of its  election to                   become  exclusive  distributor  within  thirty  (30) days upon                   which  Company  informed  Distributor  in writing of Company's                   intention  to  introduce   other   Products  or  devices.   If                   Distributor  does not exercise its option as herein  provided,                   Company may  distribute  the other  Products or devices within                   the Market itself or through other distributors.

         7.3      Other  Agreements.  The terms  pursuant  to which  such  other                   Products  or devices  shall be sold by Company to  Distributor                   shall  be  determined  by  a  separate  agreement,   but  such                   agreement   shall  be   essentially  on  the  same  terms  and                   conditions as herein provided,  understanding  that such terms                   as price,  quotas,  and  length  of the term of the  agreement                   shall be  reasonably  adjusted  to  reflect  the nature of the                   other Product or device which is the subject of the agreement.

                  In witness whereof the parties have executed this Agreement as of the date first abovementioned.

      Electric City Corp.                       Electric City of Illinois L.L.C.

By:   /s/Joseph Marino                    By:   Jim Stump       -------------------                       -------------------------------       President

                                    Page -14- 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Answer: During the Term of this Agreement and                   for three  years  thereafter,  the  Distributor  (on behalf of                   itself and each of its affiliates) agrees not to commence,  or                   provide any  information to or otherwise  assist any person or                   entity in  connection  with,  any suit,  action or  proceeding                   contesting the ownership,  validity or  enforceability  of any                   patent,  copyright,  trademark,  trade name or other propriety                   right owned by or licensed to the Company,  whether  currently                   existing or hereinafter invented, developed or acquired unless                   required to by court order.


Question: EXHIBIT 10.43 Dated 29/3/18

Distributorship agreement

between

Signature Orthopaedics Pty Ltd

And

CPM Medical Consultants LLC

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





EXHIBIT 10.43 THIS AGREEMENT is dated

Parties

(1) Signature Orthopaedics Pty Ltd (ACN 106 702 416) , 7 Sirius Road, Lane Cove, NSW

(2) CPM Medical Consultants, LLC of 1565N. Central Expressway, Suite 200, Dallas, TX 75080.

Background

The Supplier wishes to appoint the Distributor as its non-exclusive distributor for the promotion and sale of the Products within the Territory (both as defined below), and the Distributor wishes to promote and sell the Products within the Territory on the terms of this agreement.

Agreed terms

1. Definitions and interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Business Day: a day (other than a Saturday, Sunday or public holiday in Australia) when banks in Sydney are open for business.

Commencement Date: means the date of this agreement.

Control: the ability to direct the affairs of another person, whether by virtue of the ownership of shares, contract or otherwise.

Inactive Territories means a country in which the Distributor has not sold or supplied the Product during the Initial Term.

Initial Term has the meaning given to it in clause 12.1.

Products: As defined in Schedule 1 and includes any other products developed by the Supplier and which the Supplier may permit the Distributor, by express notice in writing, to distribute in the Territory.

Term: the term of this agreement, as determined in accordance with clause 11. Territory: means the territory specified in Schedule 2.

Trade Marks: the trade mark registrations listed in Schedule 3 and any further trade marks that the Supplier may permit, or procure permission for, the Distributor to use in the Territory in respect of the Products by express notice in writing.

GST: goods and services tax chargeable under the Goods and Services Tax Act and any similar replacement or additional tax or such other similar or analogous form of tax under the laws and regulations in the Territory.

1

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





Year: the period of 12 months from the Commencement Date and each consecutive period of 12 months thereafter during the Term.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Words in the singular shall include the plural and vice versa.

1.7 A reference to one gender shall include a reference to the other genders.

1.8 A reference to any party shall include that party's personal representatives, successors or permitted assigns.

1.9 A reference to a statute, statutory provision or any subordinated legislation made under a statute is a reference to such statute, provision or subordinated legislation as amended or re-enacted from time to time, whether before or after the date of this agreement and in the case of a reference to a statute is also to all subordinate legislation made under that statute whether before or after the date of this agreement.

1.10 A reference to writing or written includes faxes and e-mail.

1.11 Documents in agreed form are documents in the form agreed by the parties and initialled by or on behalf of them for identification.

1.12 Any reference to a legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Australia, be deemed to include a reference to what most nearly approximates to the Australian legal term in that jurisdiction.

1.13 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of this agreement) at any time.

1.14 References to clauses and schedules are to the clauses and schedules of this agreement.

2

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





1.15 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. Appointment

2.1 The Supplier appoints the Distributor as its non-exclusive distributor to distribute the Products in the Territory on the terms of this agreement.

2.2 Following the expiry of the Initial Term, the Supplier may amend the Territory to remove any Inactive Territories.

2.3 Notwithstanding 2.1 and 2.2, the Supplier may sell or supply the Products to end users within USA at anytime.

2.4 The Distributor shall not:

(a) represent itself as an agent of the Supplier for any purpose; or

(b) pledge the Supplier's credit; or

(c) give any condition or warranty on the Supplier's behalf except for any warranty or guarantee which cannot be excluded under law; or

(d) make any representation on the Supplier's behalf; or

(e) commit the Supplier to any contracts; or

(f) act as the agent or the buying agent, for any person for any goods which are competitive with the Product; or

(g) retain any monies of the Supplier except on a trustee or fiduciary basis; or

(h) knowingly make any false or misleading statement to any supplier or service provider, or to the Distributor or its business, about the Products or the liability of the Supplier for the cost of any goods or services supplied to the Distributor or its business; or

(i) incur any liability or assume any obligation on behalf of the Supplier; or

2.5 The Distributor shall not without the Supplier's prior written consent make any promises or guarantees about the Products beyond those:

(a) agreed between the Distributor and the Supplier; and

(b) contained in any promotional material supplied by the Supplier.

3

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





3. Distributor's undertakings

The Distributor undertakes and agrees with the Supplier that at all times during the Term it will:

(a) use all reasonable endeavours to promote the distribution and sale of the Products;

(b) not use any promotional or advertising material for the Products not approved by the Supplier, such approval not be unreasonably withheld;

(c) provide Yearly non-binding sales forecasts;

(d) establish and maintain documented procedures for identifying the Products with a control number for traceability and copies of those records and procedures must be made available to the Supplier within thirty (30) days of request;

(e) provide regular reports on the sales activities within the Territory;

(f) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Distributor's obligations under this agreement;

(g) maintain, on its own account, an inventory of the Products at levels which are appropriate and adequate for the Distributor to meet all customer delivery requirements for the Products throughout the Territory;

(h) keep full and proper books of account and records clearly showing all enquiries, quotations, transactions and proceedings relating to the Products;

(i) allow the Supplier, on reasonable notice, access to its accounts and records relating to the sale or distribution of the Products for inspection but not more than once in each year. For clarity, the Supplier will not be permitted access to any accounts or records which do not directly relate to the sale or distribution of the Products;

(j) comply with any reasonable directives or instructions given by the Supplier for any promotional activities, at the suppliers cost, concerning the nature, type, quality, characteristics, fitness for purpose, suitability, use and description of the Products;

4. Supply of products

4.1 The parties acknowledge that:

(a) the Supplier is the manufacturer of the Products; and

4

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





(b) the Supplier will have no obligation to separately supply the Products, except as otherwise provided for in this Agreement.

4.2 Supplier's undertakings

The Supplier undertakes to:

(a) provide information and support that may reasonably be requested by the Distributor to enable it to discharge its duties under this agreement properly and efficiently; and

(b) approve or reject any promotional information or material submitted by the Distributor within 28 days of receipt.

5. Prices and payment

5.1 The prices to be paid by the Distributor to the Supplier for the Products are to be the Price, as set out in Schedule 4.

5.2 Any and all expenses, costs and charges incurred by the Distributor in the performance of its obligations under this agreement will be paid by the Distributor, unless the Supplier has expressly agreed in advance in writing to pay such expenses, costs and charges.

5.3 The Distributor must pay the full amount invoiced to it by the Supplier in USD$'s within thirty (45) days of the date of invoice.

5.4 Neither party may withhold payment of any amount due to the other because of any set-off, counter-claim, abatement, or other similar deduction.

6. GST and taxes (Only Applicable to Australian companies)

6.1 All sums payable under this agreement, or otherwise payable by any party to any other party under this agreement are exclusive of any GST chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for GST purposes.

6.2 Where, under this agreement, any party makes a supply to any other party (Recipient) for GST purposes and GST is or becomes chargeable on that supply for which the supplying party is required to account to the relevant tax authority, the Recipient shall, subject to the receipt of a valid GST invoice, pay the supplying party (in addition to, and at the same time as, any other consideration for that supply) the amount of such GST.

6.3 Where any party is required by this agreement to reimburse or indemnify any other party for any cost or expense, that first party shall reimburse or indemnify the other party for the full amount of the cost or expense, including any GST on that amount,

5

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





except to the extent that the other party is entitled to credit or repayment for that GST from any relevant tax authority.

6.4 All import taxes, charges, levies, assessments and other fees of any kind imposed on the purchase or import of the Products shall be the responsibility of, and for the account of, the Distributor.

7. Advertising and promotion

7.1 The Distributor shall:

(a) cooperate with the Supplier in relation to the promotion and advertisement of the Products;

(b) not make any written statement as to the quality or manufacture of the Products without the prior written approval of the Supplier; and

(c) pays its own costs of advertising the Product except where there is any separate advertising campaign which the Supplier and the Distributor have agreed to fund jointly in any agreed proportion.

8. Anti-bribery compliance

8.1 The Distributor shall:

(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anti- corruption; and

(b) not engage in any activity, practice or conduct which would constitute an offence.

9. Trade marks and intellectual property

9.1 The Supplier hereby grants to the Distributor the non-exclusive right, in the Territory, to use the Trade Marks in the promotion, advertisement and sale of the Products, subject to, and for the duration of, this agreement.

9.2 The Distributor may sell and/or distribute the Products using the Trade Marks in conjunction with any trade marks owned or licensed by the Distributor.

9.3 All representations of the Trade Marks that the Distributor intends to use shall be submitted to the Supplier for approval before use.

9.4 Within limiting this clause 12, the Distributor shall be entitled to add a label to the Products it purchases to show that the products purchased are being distributed by the Distributor.

9.5 The Supplier represents and warrants that:

6

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





(a) Trade Marks; and

(b) The Products, do not infringe any intellectual property rights of any third parties and the Supplier agrees to indemnify and hold harmless the Distributor against any clauses by a third party for infringement of intellectual property rights in relation to the Products or the Trade marks .

9.6 The Distributor shall not sub-license, transfer or otherwise deal with the rights of use of the Trade Marks granted under this agreement.

9.7 The Distributor shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or the goodwill of the Supplier.

9.8 The Distributor shall immediately enter into any document necessary for the recording, registration or safeguarding of the Supplier's Trade Mark rights with the Supplier for the marketing of the Products under the Trade Marks in a form satisfactory to the Supplier, at the suppliers cost.

9.9 Each party shall promptly give notice in writing to the other if it becomes aware of:

(a) any infringement or suspected infringement of the Trade Marks or any other intellectual property rights relating to the Products within the Territory; or

(b) any claim that any Product or the manufacture, use, sale or other disposal of any Product within the Territory, whether or not under the Trade Marks, infringes the rights of any third party,

9.10 In respect of any matter that falls within clause 9.9(a):

(a) the Supplier shall in its absolute discretion, decide what action to take in respect of the matter (if any);

(b) the Supplier shall conduct and have sole control over any consequent action that it deems necessary; and

(c) the Supplier shall pay all costs in relation to that action and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action.

9.11 In respect of any matter that falls within clause 9.9(b):

(a) the Supplier and the Distributor shall agree:

(i) what steps to take to prevent or terminate the infringement; and

(ii) the proportions in which they shall share the cost of those steps and any damages and other sums which may be awarded to or against

7

Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





them, being agreed between the parties that the Supplier shall hold Distributor harmless against any damages connected with any material or workmanship defect of the Products; and

(b) failing agreement between the parties, either party may take any action as it considers necessary or appropriate, at its own expense, to defend the claim and shall be entitled to and responsible for all damages and other sums that may be recovered or awarded against it as a result of that action.

9.12 Each party shall, at the request and expense of the other, provide any reasonable assistance to the other (including the use of its name in, or being joined as a party to, proceedings) with any action to be taken by the other party under this clause 9, provided that that party is given such indemnity as it may reasonably require against any losses, costs and expenses it may incur as a result of or in connection with providing such assistance.

10. Product liability and insurance

10.1 Subject to the Distributor fulfilling all the conditions in this clause 10, the Supplier shall indemnify the Distributor, defend and hold harmless against any liability incurred by the Distributor in respect of damage to property, death or personal injury arising from any fault or defect in the design of the Products and any reasonable costs, claims, demands and expenses, including reasonable attorneys' fees, arising out of or in connection with that liability (Relevant Claim), except to the extent the liability arises as a result of the wilful misconduct of the Distributor. The Supplier shall add the distributor to their current insurance certificate.

10.2 The Distributor shall, within five days of a matter which may result in a Relevant Claim:

(a) give the Supplier written notice of the details of the matter;

(b) give the Supplier access to and allow copies to be taken of any materials, records or documents as the Supplier may require to take action under clause 10.2(c);

(c) allow the Supplier the exclusive conduct of any proceedings and take any action that the Supplier requires to defend or resist the matter, including using professional advisers nominated by the Supplier; and

(d) not admit liability or settle the matter without the Supplier's written consent.

10.3 During the Term, the Supplier shall maintain product liability insurance with a reputable insurer of no less than AU$10 million for any one occurrence for any and all liability (however arising) for a claim that the Products are faulty or defective. The Supplier shall provide a copy of the insurance policy to the Distributor on request.

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10.4 The Distributor undertakes to maintain appropriate, up-to-date and accurate records to enable the immediate recall of any Products or batches of Products from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number, fax number and e-mail address).

10.5 The Distributor shall, at the Supplier's cost, give any assistance that the Supplier shall reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.

11. Duration and termination

11.1 This agreement begins on the Commencement Date and, subject to clause 11.2, shall continue for an initial term of one (1) years (Initial Term) and indefinitely after that until terminated by either party giving at least twelve (12) months' prior written notice to expire on or after the expiry date of the initial term.

11.2 Without affecting any other rights that it may be entitled to, either party may give notice in writing to the other terminating this agreement immediately if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

(b) the other party commits a material breach of any material term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so; or

(c) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement; or

(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of the Corporations Act 2001 (Cth) OR (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of the Corporations Act 2001 (Cth) OR (being a partnership) has any partner to whom any of the foregoing apply: or

(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party: or

(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or

(i) the other party, being an individual, is the subject of a bankruptcy petition or order; or

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(d) to clause 11.2(j) (inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or

(m) the other party, being an individual, dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

(n) Without affecting any other rights that it may be entitled to, the Supplier may give notice in writing to the Distributor terminating this agreement immediately if the Distributor purports to assign its rights or obligations under this agreement to an entity that is not (1) affiliated with, (2) related to, or (3) sharing common ownership with the Distributor (a Permitted Assignee).

12. Effectsof termination

12.1 Termination of this agreement for any reason shall not affect any rights or liabilities accrued at the date of termination.

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12.2 At the Supplier's option, on termination of this agreement:

(a) the Supplier may buy from the Distributor all or any stocks of Products for the current market value for those Products. The Distributor must deliver such Products to the Supplier within 14 days of receiving the Supplier's notice, and the Supplier must pay for the Products in full within 30 days of their delivery. The Supplier shall be responsible for the costs of packaging, insurance and carriage of the Products; or

(b) the Distributor may dispose of the balance of the Products in its possession and account to the Supplier for the Price for those Products; and

(c) subject to clause 12.2(b), the Distributor must cease using any intellectual property of the Supplier or of another person that relates to the distributorship and the Distributor must sign any instrument and do any other act that is necessary to achieve this purpose;

12.3 For the purposes of clause 12.2(a) the current market value in respect of Products shall be the price that the Products are ordinarily supplied as at the date of termination of this agreement.

12.4 Subject to clause 12.2, all other rights and licences of the Distributor under this agreement shall terminate on the termination date.

13. Confidentiality

13.1 Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as provided by clause 13.2.

13.2 Each party may disclose the other party's confidential information:

(a) to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13; and

(b) as may be required by law, court order or any governmental or regulatory authority; provided, however, that the other party reserves the right to challenge such disclosure under applicable law. If such party elects to challenge the disclosure, no confidential information shall be disclosed during the pendency of such challenge.

13.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





14. Entire agreement

14.1 This agreement (and any document referred to in it) constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

14.2 Each party acknowledges that, in entering into this agreement (and any document referred to in it), it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) shall be for breach of contract.

14.3 Nothing in this clause shall limit or exclude any liability for fraud.

15. Variation

No amendment or variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16. Assignment and other dealings prohibited

16.1 The Distributor shall not assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with this agreement or any of its rights and obligations under or arising out of this agreement, or purport to do any of the same; provided, however, the Distributor may assign or transfer this agreement to a Permitted Assignee without the consent of Supplier. The Distributor shall not sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent.

16.2 If the Distributor seeks the Supplier's consent to any proposed dealing under clause 16.1, the Distributor must: -

(a) disclose fully in writing all material facts relating to the dealing

(b) comply fully with any conditions or requirements set down by the Supplier which attach to any Suppliers consent that is given.

16.3 Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.

17. Freedom to contract

The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under this agreement.

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18. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

19. Severance

19.1 If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this agreement, and the validity and enforceability of the other provisions of this agreement shall not be affected.

19.2 If a provision of this agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

20. Notices

20.1 Any notice required to be given under this agreement, shall be in writing and shall be delivered personally, by email, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice at its address as set out at the beginning of this agreement or as otherwise specified by the relevant party by notice in writing to each other party.

20.2 Any notice shall be deemed to have been duly received:

(a) if delivered personally, when left at the address and for the contact referred to in this clause; or

(b) if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; or

(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or

(d) if delivered by email, on the date and at the time such email is received by the recipient whether such message is opened at that time.

Any notice given or received by a lawyer for a party to this agreement is deemed to be given or received with the actual or ostensible authority of the lawyer.

The Supplier may at times by notice nominate an address for service of legal proceeding, whether in Australia or in any other place. A nomination binds the

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parties but nothing prevents the Supplier from making further nomination in place of any earlier nomination.

20.3 A notice given under this agreement shall not be validly given if sent by e-mail.

21. Third party rights

21.1 A person who is not a party to this agreement shall not have any rights under or in connection with it by virtue of the Contracts

21.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

22. No partnership or agency

Except as expressly provided, nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party.

23. Counterparts

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement.

24. Governing law and jurisdiction

24.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Ohio law.

24.2 The parties irrevocably agree that the courts of Ohio shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non- contractual disputes or claims).

This agreement has been entered into on the date stated at the beginning of it.

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





Schedule 1

AriaTM Hip Stem System

RemedyTM Hip Stem system

LogicalTM Hip Cup system

Signature BiPolar Head

Genius Total knee system

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Schedule 2 Territory

USA.

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Schedule 3 The Trade Marks

OriginTM, LogicalTM, AriaTM, RemedyTM, GeniusTM

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Schedule 4 Prices

Aria Stem $610

Origin Stem $610

Remedy Stem $610

Logical Cup $450

Logical Liner $210

Metal Head $240

Ceramic Head $340

BiPolar Head $250

PS / CR Femoral Component $550

Insert $340

Tibia Tray $440

Patella $70

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019





SIGNED by Signature Orthopaedics Pty Ltd (ACN 106 702 416) In accordance with section 127 of the Corporations Act:

) ) ) ) )

Director/Secretary

Name (please print)

Director

Name (please print)

SIGNED by

CPM Medical LLC

) ) ) ) )

Director/Secretary

Name (please print)

Director

Name (please print)

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Source: FUSE MEDICAL, INC., 10-K, 3/21/2019 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Answer:
The Distributor shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or the goodwill of the Supplier.