International Distributor Agreement.pdf

7/23/2019 International Distributor Agreement.pdf

http://slidepdf.com/reader/full/international-distributor-agreementpdf 1/19

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BGGLOBAL,CORP.

DISTRIBUTOR AGREEMENT

The following terms apply to this Distributor Agreement (“Agreement”):

“BGGLOBAL,CORP”: BGGLOBAL,CORP. ("BGGLOBAL,CORP"), a corporationorganized and existing under the laws of the country ofPanama, with its primary business office located at Plaza

Aventura, mezanine, M8 Panama, Rep. de Panama.

“Distributor”: Company Name:__________________________________

Business Address: ____________________________________

City:____________________________________________

State: _____________ Zip: _________________________

Primary Office (if different): __________________________

________________________________________________

Contact Person:___________________________________

E-mail: __________________________________________

Phone:__________________________________________

Tax ID/EIN #: ____________________________________

Sellers Permit/Resale #: ____________________________

“Effective Date”: __________________________, 2015

“Sales Territory”: __________________________________________________



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This Agreement is between BGGLOBAL,CORP and Distributor beginning on theEffective Date. The parties intend that Distributor sell BGGLOBAL,CORPProducts in the Sales Territory:

Article 1 APPOINTMENT OF DISTRIBUTOR

1.1 Appointment.

a. BGGLOBAL,CORP hereby appoints Distributor asBGGLOBAL,CORP’s nonexclusive distributor of products in the Sales Territoryand Distributor accepts this appointment.

b. Under the terms of this Agreement, Distributor shall sell onlyto wholesalers, distributors, growers/farmers and grower/farm associations andretailers within the Sales Territory.

1.2 Sales Territory.

a. Distributor shall confine its marketing and sales efforts solelyto the Sales Territory. Distributor shall not sell outside of the Sales Territoryunless it receives written permission from BGGLOBAL,CORP adding the regionto the Sales Territory.

b. Distributor’s appointment is non-exclusive andBGGLOBAL,CORP may contract with other distributors to sell in the SalesTerritory.

c. Any additions or changes to this Sales Territory must bemade in writing and signed by both parties and attached to this Agreement.

d. Distributor understands that BGGLOBAL,CORP cannotlawfully prevent its distributors located elsewhere from supplying Products forsale or use within the Sales Territory and that it has no obligation to do so.

1.3 Indemnification. Distributor shall indemnify and holdBGGLOBAL,CORP harmless from and against all losses, expenses anddamages that BGGLOBAL,CORP may incur as a result of Distributor’s outsidebusinesses, investments, or Distributor’s activities which the Distributorundertakes outside this Agreement.

1.4 No Authority to Bind BGGLOBAL,CORP. Distributor has noauthority to bind BGGLOBAL,CORP to contract and this agreement does notconstitute a partnership or joint venture relationship between the parties.

1.5 Term. Unless this agreement is terminated under Article 4, section4.1, this contract will remain in effect for one year after its effective date. Afterthe initial one year term, the contract will remain in effect until terminated under

Article 4.



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1.6 Non-Exclusive Appointment. Distributor acknowledges that thisappointment is non-exclusive, and that BGGLOBAL,CORP has entered intocontracts with competing distributors, independent sales representatives andinside direct salespersons to sell BGGLOBAL,CORP Products inside and outsideof the Sales Territory.

a. BGGLOBAL,CORP will offer our products for sale on ourwebsites for an amount higher than the suggested Retail price in this agreement.

Article 2 RESALE OF PRODUCTS BY DISTRIBUTOR

2.1 Resale Conditions

a. Distributor shall exercise its best efforts to develop thelargest possible market for the Products in the Sales Territory and shallcontinuously offer, advertise, demonstrate and otherwise promote the sale ofProducts in the Sales Territory.

b. The Non-Exclusive Distributor status requires a minimum of2 Totes and/or 8 Drums and/or 72 Cases of Quarts per month average for thefirst 12 months that will be purchased and distributed in the Sales Territory duringthe first year of this Agreement. The BGGLOBAL,CORP realizes that there is atime period in which it takes to establish client’s; therefore, the distributor isrequired to inform the BGGLOBAL,CORP with progress as to pending sales foran extension agreement in writing to be made.

c. BGGLOBAL,CORP will provide 1 Free Case ofBGGLOBAL,CORP product to Distributor to be used as Product samples. All

future samples will be purchased at the Distributor price listed in Exhibits A andB.

2.2 Competing Products. Distributor shall not distribute or representany Products in the Sales Territory which compete with the Products during theterm of this Agreement.

2.3 Advertising.

a. During the term of this Agreement, Distributor may advertiseand represent itself as an authorized distributor of the Products. During the term

of this Agreement, Distributor shall use BGGLOBAL,CORP Trademarks in alladvertisements and other activities conducted by Distributor to promote the saleof the Products.

b. Distributor shall submit examples of all proposedadvertisements and other promotional materials for the Products to



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BGGLOBAL,CORP for inspection. Distributor shall only use such advertisementsor promotional materials BGGLOBAL,CORP has approved.

c. Distributor acknowledges that its use ofBGGLOBAL,CORP’s Trademarks constitute only a license to use, and thatDistributor does not have or acquire any right, title or interest inBGGLOBAL,CORP's Trademarks.

d. BGGLOBAL,CORP shall provide Electronic marketingmaterials upon receipt of signed Distributor Agreement.

2.4 Right to Distribute Additional Products.

a. If, at any time, BGGLOBAL,CORP manufactures ordistributes additional products other than the Products, BGGLOBAL,CORP shallnotify Distributor of these additional products and provide all relevant informationabout such products. If Distributor requests, BGGLOBAL,CORP shall grant

distribution rights for the additional products to Distributor on terms andconditions no less favorable than those provided in this Agreement with respectto Products. Distributor may request distribution rights for these products for itsentire Sales Territory or for a portion of the Sales Territory.

b. If Distributor does not request distribution rights for theadditional products or obtains them only for a portion of the Sales Territory,Distributor has a right of first refusal for this distribution rights for the SalesTerritory. Under this right of first refusal, BGGLOBAL,CORP shall first, make anoffer in writing to Distributor on terms and conditions which shall be specified fullyin that offer. That offer shall contain a full description of the subject product and

its operation and Distributor will have 30 days to respond. If Distributor has notaccepted BGGLOBAL,CORP’s offer at the end of the 30 day period,BGGLOBAL,CORP may offer the right to distribute the additional products to anyparty.

2.5 Distributor Sales, Service and Storage Facilities.

a. Distributor shall, at its expense, do the following:

1) Engage and maintain a sales organization in the Sales Territory, staffedwith sufficient experienced personnel as necessary to enable distributor toperform its obligations under this Agreement;

2) Maintain facilities and personnel in the Sales Territory that will enable itpromptly and satisfactorily to perform, at a reasonable price, all inspection,maintenance and other necessary servicing of Products sold byDistributor;



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3) Store and maintain its inventory of Products, at all times, in accordancewith current, applicable instructions issued by BGGLOBAL,CORP fromtime to time; and

4) Deliver one copy of BGGLOBAL,CORP's current applicationrates/instructions to each Customer at the time of sale and, at that time,fully explain and demonstrate to the customer the proper method ofoperating and maintaining the Products.

b. During the term of this Agreement, Distributor shall keepBGGLOBAL,CORP informed as of the address of each location at whichProducts are stored, and the address of each facility established by Distributor tosell and service the Products. BGGLOBAL,CORP, through any of its agents, mayinspect all such locations and facilities and the operations conducted at theselocations at any time during normal business hours.

2.6 Distributor Technical Support. As promptly as practicable after

execution of this Agreement, BGGLOBAL,CORP shall provide to Distributorinformation, materials, manuals and other technical documents necessary toenable Distributor to perform its obligations under this Agreement. Throughoutthe term of this Agreement, BGGLOBAL,CORP shall continue to give Distributorsuch technical assistance as Distributor may reasonably request. Distributor shallreimburse BGGLOBAL,CORP for all reasonable out-of-pocket expenses incurredby BGGLOBAL,CORP in providing technical assistance.

2.7 Distributor Certificates and Documentation.

a. Distributor shall provide BGGLOBAL,CORP a copy of

Distributor’s Resale Certificates and or Seller’s Permit Certificate beforeconducting its first sale.

b. Distributor will have their distribution company alreadyformed and provide BGGLOBAL,CORP the Tax ID, proper name, address andemail for accounting purposes prior to any sales being made.

c. Distributor shall use BGGLOBAL,CORP company providedforms as required.

d. Distributor shall sign and timely return of the Chain ofCustody form for any orders they receive directly from BGGLOBAL,CORP factoryas well as additional Chain of Custody forms for each and every sale and orsample they make. Distributor acknowledges that BGGLOBAL,CORP is legallyrequired to have this Chain of Custody documentation and will fully cooperatewith BGGLOBAL,CORP in meeting this requirement.



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Article 3 TERMS OF PURCHASE AND SALE OF PRODUCTS

3.1 Terms of Purchase and Sale of Products

a. Distributor shall purchase sufficient Products fromBGGLOBAL,CORP to maintain an inventory and enable Distributor to perform itsobligations under this Agreement.

b. Each order for Products submitted by Distributor toBGGLOBAL,CORP is subject to BGGLOBAL,CORP’s acceptance.BGGLOBAL,CORP shall supply to Distributor sufficient Products to enableDistributor to meet the full demand for Products in the Sales Territory.

c. BGGLOBAL,CORP may, in its discretion, accept or rejectany order for Products without obligation or liability to Distributor by reason of itsrejection of any such request.

3.2 Purchases for Resale Only.

a. Distributor shall only purchase Products for commercialresale (except those Products reasonably required by Distributor for advertisingand demonstration purposes.)

b. Distributor shall NOT re-bottle, white label and or sell theproduct in any other manner other than it was purchased. Distributor shall only touse labels and packaging as supplied by or approved in writing byBGGLOBAL,CORP.

3.3 Order Procedures.

a. Distributor shall, in each order for Products Distributor placeswith BGGLOBAL,CORP include: 1) that it is an order, 2) the delivery date ordates, 3) Product description and 4) quantity of Products to be delivered on eachdelivery date, Distributor’s invoice to customer to include complete deliveryaddress, contact name and phone number.

b. All orders for purchase of Products incorporates all termsand conditions of this Agreement, and the provisions of this Agreementsupersede any conflicting provisions contained in the orders.

c. BGGLOBAL,CORP shall indicate its acceptance of suchorder by confirmation email to Distributor.

d. BGGLOBAL,CORP shall ship units to Distributor as close aspossible to the requested delivery schedule set forth in each order as acceptedby BGGLOBAL,CORP, unless BGGLOBAL,CORP otherwise indicates in writing.

3.4 Cancellation of Orders.



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a. Distributor may cancel an order by providingBGGLOBAL,CORP written notice. Cancellation is effective whenBGGLOBAL,CORP receives such notice.

b. If Distributor cancels an order, which BGGLOBAL,CORP hasalready accepted, Distributor shall reimburse BGGLOBAL,CORP for any costincident to such order BGGLOBAL,CORP incurred before receiving notice of thecancellation.

c. BGGLOBAL,CORP shall also charge the following ascancellation charges, intended as liquidated damages and not penalties:

Number of Days Prior to ScheduledShipment Date Cancellation is Received

Cancellation Charges as Percent ofPurchase Price

0-5 days 90%

5-15 days 75%

16-30 days 50%

3.5 Purchase Price.

a. The prices and any applicable discounts for Goods are setforth in Exhibits A and B.

b. If the price for any Product is not set forth on Exhibit A, andDistributor nevertheless orders such a Product from BGGLOBAL,CORP, theparties hereby evidence their intention thereby to conclude a contract for the saleof that Product at a reasonable price to be determined by the Parties mutually

negotiating in good faith.

c. All prices stated are ex-Loading Dock at any ofBGGLOBAL,CORP's Distribution Facilities. Prices do not include: 1)transportation costs; those costs shall be borne by Distributor, 2) federal, state orlocal taxes applicable to the products. An amount equal to the appropriate taxeswill be added to the invoice by the BGGLOBAL,CORP where theBGGLOBAL,CORP has the legal obligation to collect such taxes. Distributor shallpay such amount to the BGGLOBAL,CORP unless Distributor providesBGGLOBAL,CORP with a valid tax exemption certificate authorized by theappropriate taxing authority.

d. Terms are net cash payable at time of placement of order. After six (6) months of successful trading between Distributor andBGGLOBAL,CORP, Distributor may apply for credit of thirty (30) days from dateof delivery. BGGLOBAL,CORP reserves the right to revoke any credit extendedat the BGGLOBAL,CORP's sole discretion. Distributor agrees to pay suchinvoices when due regardless of other scheduled deliveries. Invoices not paidwithin thirty (30) days of the invoice date will have five percent (5%) per month



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finance charge assessed against the unpaid balance from the date of invoiceuntil the date of payment. Payments outstanding for a period of ninety (90) dayswill incur legal fees for collection unless prior arrangement has been made withthe BGGLOBAL,CORP. Checks that have been presented to theBGGLOBAL,CORP’s bank account and have failed to be cashed and/or cleared

will have the Distributor being liable for said bank charges.

e. If BGGLOBAL,CORP designates any purchase pricediscount to an order, Distributor will promptly provide BGGLOBAL,CORP a copyof their invoice to said Customer. BGGLOBAL,CORP is required to show proof ofany discounts to their accountants and Board of Directors. There is NO discounton Consignment Orders.

3.6 Price Changes. As BGGLOBAL,CORP reserves the right, in its solediscretion, to change prices or discounts applicable to the Products.BGGLOBAL,CORP shall give written notice to Distributor of any price change atleast 7 days prior to the effective date of the new prices. The price in effect as of

the date of Distributor's receipt of notice of such price change will remainapplicable to all orders received by BGGLOBAL,CORP prior to that effectivedate.

3.7 Packing. BGGLOBAL,CORP shall, at its expense, pack all Productsin accordance with BGGLOBAL,CORP's standard packing procedure. Standardpacking will be suitable to permit shipment of the Products to the Sales Territory.If Distributor requests modified packing Distributor bears any additional expensesBGGLOBAL,CORP incurs in complying with such modified procedures.

3.8 Delivery: Title and Risk of Loss.

a. All deliveries of Products sold by BGGLOBAL,CORP toDistributor under this Agreement are F.O.B. the Pickup Point, and title to and riskof loss of Products passes from BGGLOBAL,CORP to Distributor at the PickupPoint. Distributor is responsible for arranging and bear ALL transportation costsof Products. If Distributor requests, BGGLOBAL,CORP shall, at Distributor'sexpense, assist Distributor in making such arrangements. Shipping dates areapproximate and are based, to a great extent, on prompt receipt byBGGLOBAL,CORP of all necessary ordering information from Distributor alongwith the Bill of Lading supplied at least forty eight (48) hours prior to productbeing loaded.

b. BGGLOBAL,CORP does not breach or default thisagreement for any failure in its performance under this Agreement if such failureresults from, whether directly or indirectly, fire, explosion, strike, freight embargo,

Act of God or of the public enemy, war, civil disturbance, act of any government,de jure or de facto, or agency or official thereof, material or labor shortage,transportation contingencies, unusually severe weather, default of any othermanufacturer or a supplier or subcontractor, quarantine, restriction, epidemic, or



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catastrophe, lack of timely instructions or essential information from Distributor,or otherwise arisen out of causes beyond the control of the BGGLOBAL,CORP.Nor is BGGLOBAL,CORP liable for any incidental, special or consequentialdamages

c. Distributor shall also procure insurance for the transportationof the Products, and such insurance is of a kind and on terms current at the portof shipment.

d. International Orders: Distributor shall determine and complywith import country’s requirements as they relate to Product for each order.Distributor shall pay all freight charges, including obtaining veterinarian/healthcertificates, customs duty and sales tax, incurred with respect to the Productsprior to and following their Delivery to the carrier or forwarder.

3.9 Inspection and Acceptance.

a. Promptly upon the receipt of a shipment of Products,Distributor shall examine the shipment to determine whether any item or itemsincluded in the shipment are in short supply, defective or damaged and notifyBGGLOBAL,CORP in writing of any shortages, defects or damage whichDistributor claims existed at the time of delivery. Distributor shall sign and returnChain of Custody Form (provided by BGGLOBAL,CORP) to BGGLOBAL,CORPupon receipt of Product by email or fax. Distributor shall obtain signed Chain ofCustody forms from their respective customers. Within 7 days after the receipt ofsuch notice, BGGLOBAL,CORP will investigate the claim of shortages, defects ordamage, inform Distributor of its findings, and deliver to Distributor Products toreplace any which BGGLOBAL,CORP determines, in its sole discretion, were in

short supply, defective or damaged at the time of delivery.

b. Distributor shall not tamper or misuse Product and exercisereasonable care in handling and use of Product. In addition, any tampering oralterations Distributor makes to the Product constitutes breach of contract andDistributor will be legally liable to BGGLOBAL,CORP for damages. Additionally,Distributor shall submit to spot testing of Product without notice byBGGLOBAL,CORP to ensure integrity of Product.

Article 4 TERMINATION

4.1 Automatic Termination. This Agreement terminates upon any ofthe following events:

1) Distributor’s dissolution (if Distributor is a business entity);

2) Distributor’s death (if Distributor is an individual);



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3) Discovery of a material omission or false statement regarding any ofDistributor’s representations; or

4) Breach of this Agreement by either party.

4.2 Termination by Either Party.

a. Either party may terminate this agreement by 30 day writtennotice to the other party, after one year from the Effective Date on the first pageof this Agreement.

b. BGGLOBAL,CORP may terminate also this agreementduring the first year for reasonable cause such as

1) an unacceptable change in the control or management of the Distributor;

2) Distributor ceases to function as a going concern or makes an assignment

for the benefit of creditors

3) a petition in bankruptcy is filed by or against the Distributor, resulting in anadjudication of bankruptcy; or

4) the Distributor fails to pay its debts as they become due and provided duenotice has been given by the BGGLOBAL,CORP to the Distributor and theDistributor has not cured such breach within thirty (30) days thereof.

4.3 Duties Upon Termination.

a. Upon termination of this Agreement all further rights and

obligations of the parties shall cease, except that Distributor shall not be relieved

of (i) its obligation to pay any monies due, or to become due, as of or after the

date of termination, and (ii) any other obligation set forth in this Agreement which

is to take effect after the date of termination.

Article 5 LEGAL COMPLIANCE

5.1 Duty to Abide by Rules. Distributor shall, at all times, abide by allregulations and rules promulgated by all Federal, and Municipal statutes,regulations, and ordinances and all laws and regulations in the Sales Territory.

5.2 Recordkeeping. Distributor shall complete and maintain all recordswith respect to its services in accordance with BGGLOBAL,CORP’s procedures.

5.3 Licensing. Distributor shall, at all times, obtain and maintain alllicenses and permits as all applicable laws require in any jurisdiction in whichDistributor operates.



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Article 6 CONFIDENTIALITY, NONCOMPETITION, & INTELLECTUALPROPERTY

6.1 Non-competition.

a. During the term of this Agreement, Distributor shall notprovide marketing services to any other competitor or represent any competingproducts unless BGGLOBAL,CORP provides its written consent.

b. Because the potential financial damage toBGGLOBAL,CORP, due to a breach of this Section, is difficult to estimate, theparties agree to liquidated damages of $25,000 for each breach of Section 6.1,up to a maximum of $100,000. The parties agree that this amount is reasonablebased on circumstances existing at the time of contracting.

c. This Article survives the termination of the Agreement andremains in effect.

d. Distributor shall not represent or market any competingproducts in the Sales Territory for 12 months following termination of this

Agreement.

e. If Distributor breaches this Article, BGGLOBAL,CORP isentitled to a judicial decree of specific performance and a temporary andpermanent injunction enjoying such breach and to seek any other judicialremedies that BGGLOBAL,CORP may have, without posting bond or furnishingother security.

6.2 Confidentiality. Distributor shall not disclose any ConfidentialInformation it receives with respect to BGGLOBAL,CORP. ConfidentialInformation includes information such as: product line information, salespresentations, training materials, information packets, pricing, customer registry,production methods, distribution methods, and any business information notavailable to the public

6.3 Protection of Intellectual Property. Distributor shall use its bestefforts in protecting BGGLOBAL,CORP’s intellectual property, including, but notlimited to: trade secrets, trademarks, proprietary information, client lists, financialinformation, marketing plans, provider agreements, and other contracts.Distributor shall not duplicate, convey, or disclose this intellectual property to anyother person, except as BGGLOBAL,CORP may instruct. Distributor has nointerest and does not gain an interest in any of BGGLOBAL,CORP’s intellectualproperty and may only use such intellectual property as necessary to furthersales.

a. Any use of the BGGLOBAL,CORP name or portion of theBGGLOBAL,CORP name in any matter to include Distributor’s entity name will



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need to be approved by BGGLOBAL,CORP prior to setting up Distributor’s legalname, state and or country licensing, registration and appropriate taxidentification numbers.

6.4 Return of Records & Files. Upon termination of this Agreement,Distributor shall return any of BGGLOBAL,CORP’s records or files in Distributor’spossession.

Article 7 MISCELLANEOUS PROVISIONS

7.1 Definitions. The following terms have the following meanings:

1) “Customer” means any person who purchases Products from Distributor.

2) “Pick Up Point” means of BGGLOBAL,CORP's manufacturing facilities.

3) “Exhibit” means an exhibit attached to this agreement.

4) “Goods” means those items described in Exhibits A and B. Goods may bedeleted from or added to Exhibits A and B and their specifications anddesign may be changed by BGGLOBAL,CORP at its sole discretion at anytime by mailing written notice of such changes to Distributor. Each changeshall become effective immediately following the date notice thereof issent to Distributor.

5) “Products” means Goods specified in the Exhibits.

6) “Trademark” means any trademark, logo, service mark or othercommercial designation, whether or not registered, used to represent ordescribe the Products of BGGLOBAL,CORP, as set forth in Exhibits D andE.

7.2 Use of “Shall” and “May”. “Shall” means “has a legal obligation toand “May” means “has discretionary authority to, but is not required to.”

7.3 Written Notice. All notice, requests, or demands specified in this Agreement are only effective if made in writing and sent to current businessaddress of record. Electronic communication such as e-mail, fax, or similarmethod satisfies the writing requirement.

7.4 International and State Law to Govern. International law governsall matters arising out of this Agreement.

7.5 Arbitration. The parties agree to submit all claims and disputesarising out of this Agreement to arbitration.



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7.6 Waiver. International law governs all matters arising out of this Agreement.

7.7 Severability. If any provision of this Agreement becomes invalid,the remaining provisions remain in effect.

7.8 Variation of Pronouns. All pronouns and any variations refer tomasculine, feminine or neuter, singular or plural, as the Person’s or Persons’identity requires.

7.9 Business Entity Distributor. If Distributor is a business entity, allprovisions referring to Distributor also apply to Distributor’s owners, officers, andemployees.

7.10 Assignability. Distributor has no authority to assign this contractwithout express written consent from BGGLOBAL,CORP and any attempt to doso is void. BGGLOBAL,CORP may assign this agreement only to subsidiary

businesses, commonly controlled businesses related to BGGLOBAL,CORP, oras part of a plan of reorganization or merger.

7.11 Representations & Warranties. Each party represents that it hasauthority to enter into this agreement and that the persons signing on behalf ofthe parties are duly authorized to bind their respective parties to this agreement.

7.12 No Joint Venture or Partnership. BGGLOBAL,CORP and Distributordo not intend the relationship described in this agreement to constitute a jointventure or a partnership, and neither party has authority to bind the other tocontract without the other party’s prior written consent.

7.13 Entire Agreement. This Agreement contains parties’ entireagreement relating to the rights granted and obligations assumed under thisagreement. Any oral representations or modifications concerning this agreementhave no force or effect unless contained in a subsequent written modificationsigned by the party to be charged. All terms in this Agreement also apply to anyextensions of this Agreement.

7.14 Modifications. Parties may modify this agreement only by writtenagreement, signed by both parties.

7.15 Counterparts. Parties may execute this Agreement in any number

of counterparts with the same effect as if all parties had signed the samedocument. All counterparts together which constitute one agreement.

7.16 Binding Effect. Parties intend this agreement to be binding on anysuccessors or assignees and continues to remain in effect if through any namechanges or business entity conversions of the parties.



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7.17 US Currency. All amounts and payments in this Agreement will bepaid in United States currency.

7.18 Attorney Fees. In any litigation or arbitration between the parties,the successful litigant will be entitled to reasonable attorney fees from the losingparty incurred in the action.

[NO FURTHER TEXT – SIGNATURE PAGES FOLLOW]



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Article 8 EXECUTION

8.1 Acknowledgement: Distributor. I, Distributor, certify that I haveread this agreement and that it correctly states the terms and conditions in I willcarry out as Distributor.

8.2 Distributor Execution. Distributor signs this agreement on __________________.

_ ________________________________ Authorized Signature Authorized Signature

_______________________________________ ________________________________

Print Name and Title Print Name and Title

8.3 Acknowledgement: BGGLOBAL,CORP. I, AuthorizedRepresentative, of BGGLOBAL,CORP, certify that I have read this agreementand that it correctly states the terms and conditions in which we will employDistributor as a Distributor.

8.4 BGGLOBAL,CORP Execution. BGGLOBAL,CORP signs this

agreement on __________________.

Authorized SignatureFor and on Behalf of BGGLOBAL,CORP.

Print Name and Title



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EXHIBIT A

BGGLOBAL,CORP

Effective 10/31/14

ITEM

NUMBER

QUANTITY

BULK

DISTRIBUTOR

EX FACTORY

BG365-Qrt 1 $9 Ea.

BG365-QrtQuarts

(12 per Case)1-71 Cases

$108 Per Case

BG365-Qrt

Quarts(12 per Case)72 Cases or

More$100 Per Case

BG365-5 5 GallonStackable Bottle

$76 Per Bottle

BG365-55 55 Gallon Drum $650 Per Drum

BG365-264 264 Gallon Tote $2,500 Per Tote

BG365-BULK Tanker2,499 Gallons

$9 Per Gallon

BG365-BULKTanker

2,500 Gallonsor More

$8 Per Gallon

• All Prices In US Dollars

• Full Truckloads (FTL’s) Paid In Full Prior To Shipping Will Attract a 4% Discount

• NO Discount On Orders NOT Paid In Full Prior To Shipping Exceptions Will Have To Be

Approved By Dave Lovegrove• BGGLOBAL,CORP Quart Bottles Are Available For Sale Online Through The Website

• BGGLOBAL,CORP 5 Gallon Bottles Are NOT Available For Sale Online Through TheWebsite



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EXHIBIT C

PRODUCT LINES

Application ID: 2700Certification: February 12, 2012

Member Since March 2012

Product Number: gia-3477Issue Date: April 2, 2013Expire Date: June 1, 2014

Member Since February 2012

Partner Since June, 20, 2014



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Documents

International Distributor Agreement.pdf