THIS AGREEMENT (hereinafter referred to as the "Agreement") is made this January 1, 2020 by and among:

·        HEXISAMERICAS, a “doing-business” name of SWP Solution, Inc., a Delaware corporation with offices at is 850 Progress CenterCourt, Suite 150, Lawrenceville, Georgia 30043 USA,

Phone:  770 402 3538 (hereinafter referred to as"Hexis Americas"),

AND:

·        DISTRIBUTOR ANDPURCHASER

A company dulycreated, organized and existing under the laws of The United States of America,and having its registered office in The United States of America (hereinafterreferred to as the "Distributor"),acting for itself and with due authority for its Affiliates (“Affiliates” as defined in Section 17);

WITNESSTH:

WHEREAS, HexisAmericas is engaged in the marketing, distribution, sale and servicing of self-adhesivevinyl films for sign making, vehicle marking and large format digital printing,for use in marketing, displays, architectural decoration, vehicle protectionand team-building identifications;

WHEREAS, the Distributorhas knowledge, qualifications and experience for promoting and selling suchproducts in their respective market (the “Territory”;

WHEREAS, HexisAmericas intends to sell certain products and desires to appoint the Distributorto be its non-exclusive Distributor for such products in such Territory subjectto the terms and conditions of this Agreement;

WHEREAS, the Distributoris willing to accept such appointment under such terms and conditions.

NOW THEREFORE, in consideration of theterms, conditions and covenants herein contained, INTENDING TO BE LEGALLYBOUND, the Parties hereto agree as FOLLOWS:

ARTICLE 1 - APPOINTMENT

1.1Scope.  Hexis Americas appoints the Distributor (whichaccepts) as its non-exclusive Distributor for the products as defined in Exhibit 1 (the "Products"), in the Territoryas defined in Exhibit 2 (the "Territory") and for the termset forth in Article 14.  Such appointment is subject to the terms andconditions of this Agreement and of Hexis Americas’ terms of sale as defined inExhibit 3 attached hereto(the "Prices – Terms ofPurchase") which are part of this Agreement.

1.2Non-ExclusiveDistribution.  The Distributoracknowledges to the present Agreement grants no exclusivity to the Distributor asto the Territory or any Products.

1.3          Relationship Managers. The parties hereby designate theindividuals identified in Exhibit 6as duly authorized representatives for administration of thisAgreement.  Either Party may change suchdesignees by notice to the other Party.

ARTICLE 2 - INDEPENDENT DISTRIBUTOR

2.1NoAgency.  The Distributor shall, atall times, remain an independent contractor. The Distributor shall do nothing to attempt to establish or to create,and this Agreement does not create, a partnership, a joint venture, aprincipal/sales representative relationship, agency, or employer-employeerelationship with Hexis Americas.

2.2NoAuthority.  The Distributor agreesnot to make any representations, promises, guarantees, warnings or obligationson Hexis Americas’ behalf, except as written herein, or agreed between the Partiesin writing.  The Distributor shall haveno authority to act for or to bind Hexis Americas in any way or make anywarranty or representation on behalf of Hexis Americas unless expresslyauthorized in writing.

2.3HumanResources.  All sales representatives,employees and agents employed or appointed by the Distributor to perform thisAgreement shall be under the sole and exclusive responsibility of the Distributor.Any agreement between the Distributor and its employees shall clearly specify thatemployees are serving solely under the authority of the Distributor.  Distributor shall indemnify and hold harmlessHexis Americas, its affiliates and their respective shareholders, owners,directors, officers, managers, employees, agents, advisors and insurers(collectively, “Hexis AmericasIndemnitees”) from all damages, losses, costs, professional fees andexpenses arising in any manner from any act or omission on the part of itsemployees, contractors and others acting for it and from breach of thisprovision.

ARTICLE 3 – SALES OF COMPETITIVE PRODUCTS; SALESOUTSIDE THE TERRITORY

3.1Distributor’sCovenant not to Compete.  The Distributorand its Affiliates (as defined in Section 17) shall not manufacture ordistribute products which compete with the Products. Therefore, the Distributorand its Affiliates shall not, directly or indirectly, deal in any capacity withcompeting products within the Territory.  Distributor’s breach of this covenant willcause irreparable injury to Hexis Americas; Distributor agrees that HexisAmericas may obtain equitable relief to enjoin any continuing breach of thiscovenant, without impairing any other remedies.

3.2Exceptionswith Hexis Americas’ Consent.  If theDistributor (or its Affiliate) wishes to sell competing products or, if at thedate of the signature of this Agreement, it does so already, Distributor shallinform Hexis Americas in writing and obtain Hexis Americas’ prior writtenagreement consenting to such activity.

3.3Salesoutside the Territory.  Any sales bythe Distributor or Affiliates of the Products for customers situated, or fordelivery, outside the Territory without Hexis Americas’ prior written consentshall void all Hexis Americas-provided warranties.  Since Hexis Americas has no right from thetrademark owner to sell such Products outside the Territory, any such sales violatethis Agreement and the rights of the trademark owner outside the Territory and shallsubject the Distributor to claims by such trademark owner of infringement, unfaircompetition claims and embargo by local customs officials at the foreign pointof entry as well as claims by Hexis Americas for breach of contract and otherclaims. As to such sales, the Distributor, for itself and its Affiliates, shallindemnify Hexis Americas Indemnitees for any claims, liabilities or losses,including attorneys’ fees and expenses, arising out of any use, or claims by acustomer regarding use, of such Products sold for delivery or use outside theTerritory.   

ARTICLE 4 - OTHER OBLIGATIONS OF THE DISTRIBUTOR

4.1Standardof Care.  The Distributor agrees toperform, in a professional manner at its own expense to Hexis Americas’reasonable satisfaction, all of the sales functions and meet all thequalifications in distributing the Products as set forth below. The Distributorwill organize its work as the Distributor deems necessary and will beresponsible for promoting the sales (and service) of Hexis Americas products,by showing them in appropriate national exhibitions, contacting and visitingcustomers, organizing seminars, web conferences, symposiums, and advertising anddigital marketing in relevant publications, and having a service organizationto deliver after-sale customer support for the Products during and after thewarranty period.

4.2Other.  The Distributor further agrees to:

(a)           Activelyand vigorously promote the sale of the Products by its own trained sales force,on a full-time basis and personally and diligently solicit orders from allprospective customers in the Territory at reasonable intervals;

(b)           Conductits business in a manner that will reflect favorably, at all times, on HexisAmericas and Hexis S.A., the manufacturer, and the good name, good will andreputation thereof;

(c)           Keepthe Products in good condition in storage and in transit to the customers and,for warranty or other services, to Hexis Americas;

                (d)           Render prompt, competent andcourteous service to customers including all services and assistance to whichpurchases of the Products shall be entitled;

                (e)           Maintain, in the Territory, adequatefacilities and personnel, including a trained and qualified staff of employeesand /or sales representatives, knowledgeable about the Products’ features,functions and various uses, as well as their application and installation forend-users customers and signage companies, sufficient to train such installersand end-users and otherwise perform the requirements of this Agreement, andkeep Hexis Americas informed on a regular basis (not less that frequently thanonce each quarter) as to the identity of such employees and salesrepresentatives.

                (f)           Provide to Hexis Americas, uponinception and updated as required by local law, all necessary information to HexisAmericas in terms of norms and standards required by the regulating agencies inthe Territory with respect to safety standards, registrations with agencies, particularuse conditions and required labeling and performance.

                (g)           Sell the Products only under theTrademarks as defined in Article 10.1hereinafter, in Hexis Americas’ original packaging. Subject to Hexis Americas’prior written approval in its sole discretion, the Distributor shall have theright to affix additional labels. Distributor may ship/sell HEXIS products in Distributor branded boxesbut such boxes must also have the HEXIS name or logo of equal size font, withcorrect labeling (product code, size, and batch/lot number).

                (h)           Comply with all applicable laws inthe Territory (and any other jurisdiction where the Distributor may sell anyProducts under this Agreement) and advise Hexis Americas promptly of any lawsor regulations which would affect the importation, sale, use or warrantysupport of the Products in the Territory.

(i)            Comply,and cause its sub-distributors and agents to comply, with all applicable U.S.and international laws relating to the exportation, re-exportation and sale ofthe Products and to the Distributor’s business practices, including withoutlimitation the U.S. Foreign Corrupt Practices Act (“FCPA”), export and re-exportcontrol laws and Hexis Americas’ Code of Conduct for Distributors (if and when providedby Hexis Americas and in respect of such laws:

(1)    Provide promptly to HexisAmericas at Hexis Americas’ request, if Hexis Americas reasonably believes it necessaryfor compliance with law, all requested documents, information and assistance pertainingto particular any end customer, destination and intended use of goods, technologies,works and services provided by Hexis Americas, or otherwise related to anyinvestigation by or concerning Hexis Americas in respect of compliance with anylaw applicable to Hexis Americas, its affiliates or suppliers.  

(2)    Represent andwarrant that it has made its own investigation, it has studied relevant U.S.legal and regulatory publications identified below in the footnote and hasbecome familiar with the elements of the FCPA and the U.S. export control laws.

(3)    Indemnify and holdharmless Hexis Americas Indemnitees  fromand against any claim, liability, proceeding, action, fine, loss, costs,professional fee and damages arising out of or relating to any noncompliancewith U.S. laws or regulations by Distributor, and Distributor shall compensate HexisAmericas for all losses and expenses (including attorneys’ fees) resultingthereof, unless such noncompliance was not caused by fault of the Distributor.

                (j)            Announce on its websites thepromotion of the Products and all events and trade shows that the Distributorwill be attending.

                (k)           Maintain on its websites some HexisAmericas-dedicated information identifying the Products and displaying Hexis Americas’Trademark on such web page(s).

                (l)            Maintain insurance in conformitywith the requirements of Exhibit 5(“Insurance”).

ARTICLE 5 – SECURITY AGREEMENT; COLLATERAL FORUNPAID PURCHASE PRICE

5.1          As securityfor all liabilities of Distributor to Hexis Americas, due or to become due, nowexisting or hereafter arising, for Products heretofore or hereafter sold ordelivered to Distributor hereunder by Hexis Americas, Distributor hereby grantsto Hexis Americas a continuing security interest in all said Products hereafterdelivered to Distributor, and in all cash and noncash proceeds of all thereof,contract rights, chattel paper and any other rights to the payment of money andsecurity with respect thereto.  The Distributoragrees to execute and deliver to Hexis Americas upon request documentsnecessary to perfect the security interests herein granted.  Distributor hereby appoints Hexis Americas,and its officers, employees and agents, as Distributor’s duly authorizedattorney fact, irrevocably and coupled with an interest, to execute and fileany and all original, extension and/or renewal financing statements and anyother document for evidencing and notification, in the public records, thesecurity interest herein granted.

ARTICLE 6 - SUB-DISTRIBUTION

6.1.NoPermitted Appointments.  The Distributormay not appoint any sub-Distributors to promote and/or distribute the Productswithin the Territory.

ARTICLE 7 - OBLIGATIONS OF HEXIS AMERICAS

7.1PurchaseOrders.  Hexis Americas shall notifythe Distributor when it accepts the Distributor’s purchase order as well as thetime of delivery promptly upon receipt by Hexis Americas of the Distributor'spurchase order.

7.2Promotionand Sales; Product Support.  HexisAmericas will reasonably assist the Distributor in the promotion and sale ofthe Products whenever, in Hexis Americas’ reasonable discretion, suchassistance becomes necessary or advisable.  At a minimum, such assistance shall consist ofthe following:

                (a)           Training the management and personnelof the Distributor in the uses and applications of the Products, throughperiodic technical seminars, web conferences and demonstrations. Such trainingsessions will be held at the locations and at times, as designated by HexisAmericas. Travel, food and accommodation expenses incurred by the employees ofthe Distributor will be borne by the Distributor;

                (b)           Providing a reasonable quantity oftechnical and promotional literature to the Distributor, in English or inFrench (for French-speaking Canada) and in the format commonly used by HexisAmericas for its own sales. Such documentation shall be delivered on anEx-Works basis according to the Incoterms of the International Chamber ofCommerce (2010 Edition);

                (c)           Assisting in the sales of the Productsas reasonably appropriate in Hexis Americas’ discretion;

                (d)           Consulting with the Distributor ondelivery problems and customers' complaints;

                (e)          Bearing the cost andresponsibility of providing warranty repairs or replacements within theTerritory in conformity with Hexis Americas' written limited warranty, as providedin Article 13 below, subject to exclusionof warranty under Article 3.3 on sales outside the Territory if Hexis Americasconsents to provide such repairs or replacements outside the Territory.

ARTICLE 8 - CONDITIONS OF SALE; RETAINEDINTELLECTUAL PROPERTY RIGHTS

8.1Orders.  All orders of the Products will be madein writing and/or through the HEXIS Americas Ecommerce shall be subject to (i)the Products’ availability and (ii) written acceptance by Hexis Americas, whichshall be valid and binding when confirmed by Hexis Americas to the Distributor.

8.2Termsand Conditions. All purchases of the Products from Hexis Americas by the Distributorshall be made according to Hexis Americas’ terms as defined in Exhibit 3, and any additional ordiffering terms contained in any purchase order or other communication from theDistributor shall be not be binding upon Hexis Americas, and are herebyrejected, unless specifically agreed to in writing. 

8.3ReservedRights.  Notwithstanding anything inany Purchase Order or herein, Hexis Americas (or its licensor(s)) owns, andshall own, all rights in all know-how, designs, technology, trade secrets andtooling that may be delivered to, used by, or disclosed to, Distributor inconnection with the production and sale of the Products herein and anypotential new products.   The terms ofthis Agreement shall govern exclusively all matters relating thereto and anyProducts. 

ARTICLE 9 - PRICES - TERMS OF PURCHASE – PURCHASEORDERS

9.1Pricing.  Hexis Americas agrees to supply the Distributorfor resale such Products as may be ordered by the Distributor and accepted by HexisAmericas, at the prices and under the conditions defined in Exhibit 3 attached hereto, or asamended from time to time by Hexis Americas in writing. Hexis Americas may atits discretion change from time to time the terms of payment defined in Exhibit 3. Hexis Americas shall notifythe Distributor in writing of any changes in respect of the prices by a thirty (30)days prior written notice.

9.2Changes.Changes in prices for the Products shall not apply to purchase ordersaccepted prior the effective date of such changes.

9.3DeliveryTerms; Customs Duties, Shipping, Etc.  Pricesare quoted EX-WORKS (either at manufacturer’s location or Hexis Americas’ U.S.warehouse, depending on the quantity and availability, as set forth in thepurchase order or order acceptance by Hexis Americas) according to theIncoterms of the International Chamber of Commerce (2010 Edition) and includethe costs of packing. Prices do not include customs duties, customs brokers’fees, shipping, insurance, import taxes and any taxes whatsoever charged forthe Products (including any Software products) in the Territory.  The Distributor agrees to pay all such items directly.

9.4Specifications.  Each order shall specify the following:

                -               Description of the Products(Specification, length, weight ....),

                -               Packaging and labeling conditions(including references of consignee, if any),

                -               Unit Price, Total Price Currency,and means of payment,

                -               Time and place of delivery.

9.5          Resale Pricing.  The prices thatDistributor charges to its customers for the Products are entirely within theDistributor’s discretion and control.  Experiencehas taught, however, that maximum sales volume and profitability for a distributoris achieved when Products are competitively priced to retail accounts.  From time to time, Hexis Americas may makesuggestions to Distributor with respect to resale prices and the relationshipof such resale prices to such competitive factors as the strength of aparticular brand in the Territory, the competitive pressures of othercomparably priced brands, the pattern of promotions or discounts of competitorsin the Territory and the historic relationship between prices of the productsand prices of other brands in the Territory. Distributor is free to accept or reject any and all of Hexis Americas’suggestions regarding its reals prices.

9.6          No Setoffs, Etc. The Distributor shall pay all amounts dueto Hexis Americas without deduction, setoff, discount, allowance, deduction orcredit not authorized by Hexis Americas.  

ARTICLE 10 – TRADEMARKS

10.1Definition.  Within the present Agreement, trademarks(hereinafter referred to as the "Trademarks")shall mean any trademark as well as any trade name which is affixed by HexisAmericas on the Products or the Products' packaging.  Without limitation, Trademarks include HEXISAMERICAS™ and HEXIS™ marks for both goods and services.

10.2Authorization;Use.  For the purpose of the presentAgreement, the Distributor is authorized to use the Trademarks for the saleand/or promotion of the Products, in accordance with the terms and conditionsof the present Agreement. Such an authorization, which is non-exclusive andnon-transferable, does not give any right to the Distributor on the Trademarks,but grants to Distributor only the possibility to use the Trademarks for thepurpose of performing its obligations under this Agreement.  Any usage of the Trademarks by Distributorshall be deemed done for the benefit of Hexis Americas and its Affiliates andshall enure solely to their benefit.

10.3NoLicensee.  The Distributor is notappointed as a licensee of the Trademarks and particularly it is not authorizedto affix the Trademarks on any of its products or packaging. 

10.4        No Filings. The Distributoris not entitled to file, or to proceed with, any action based on theTrademarks. The Distributor further agrees that, in using the Trademarks, itshall not represent in any way that it has any right, title or interest in, orto said Trademarks, or in any sign or mark similar thereto, whether registeredor not, other than the authorization of use granted under Article 10.

10.5NoApplications or Registrations.  The Distributoracknowledges the rights of Hexis Americas (and its licensors) over theTrademarks and the intellectual property in the Products.  The Distributor agrees and undertakes not to (i)use, (ii) apply for registering, (iii) register or the like, any mark or sign,alone or in combination with other marks or signs, which would be confusinglysimilar to the Trademarks, for any product or service, in any country in theworld.

10.6PriorConsent. The Distributor acknowledges the value and attractiveness of theTrademarks and undertakes to strictly comply with Hexis Americas’ requirementsfor the use of the Trademarks at all times, pursuant to the writtenspecifications of Hexis Americas. Before displaying any material on which theProducts and/or the Trademarks appear, the Distributor shall seek the writtenapproval of Hexis Americas.

10.7Cessation.  Subject to Article 14.6, upon termination or expiration of the Agreement, the Distributorshall immediately cease any use of the Trademarks, shall refrain fromdisplaying any material bearing the Trademarks and shall deliver to HexisAmericas, free of charge (or destroy, with Hexis Americas’ consent), anymaterials bearing the Trademarks which are in its possession or under itscontrol.  (Section 14.8 applies topossible repurchase and return of products.)

10.8NoChallenge.  Distributor shall notchallenge Hexis Americas’ exclusive rights to Hexis Americas Trademarks. IfDistributor challenges the validity of Hexis Americas Trademarks, HexisAmericas reserves the right to immediately terminate this Agreement and alllicenses granted herein. The use of the Trademarks under this Agreement byDistributor shall not create in Distributor or any Distributor any right,title, or interest in or to these Trademarks. All goodwill arising from Distributor’s use of the Trademarks shallinure exclusively to the benefit of Hexis Americas.

ARTICLE 11 - INFRINGEMENT BY THIRD PARTIES; SIMILARINTELLECTUAL PROPERTY

11.1Noticeby Distributor. The Distributor undertakes to inform promptly HexisAmericas of any and all acts of unfair competition and of any and allinfringements of Hexis Americas’ industrial property rights which may come toits knowledge. However, the Distributor shall take no action against suchinfringement by third parties without Hexis Americas’ prior written approval.

11.2Indemnityby Distributor.  The Distributorhereby agrees to indemnify and hold Hexis Americas Indemnitees harmless fromand against any and all liability, claims causes of action, suits, damages, andexpenses for which Hexis Americas may be liable by reason of a claim oftrademark infringement, which claim arises from the use of the Trademark in amanner not authorized hereunder or a claim of damage to property of bodilyinjury resulting from wear or use of the Products.

11.3Defense.The Parties agree to collaborate in order to defend their interests againstsuch infringements and to keep each other informed about all legal, technicalor commercial information which may be necessary in such a defense.

ARTICLE 12 - INDEMNIFICATION

12.1.IntellectualProperty Infringement.  HexisAmericas undertakes to indemnify the Distributor, its shareholders, directors,officers, employees and agents (collectively, the “Distributor Indemnitees”)against claims for infringements of third party patents or other intellectualproperty rights by the Products in the Territory supplied according to thefollowing conditions:

(a)                Hexis Americas shall, at its optiondecided in its sole discretion, (i) acquire at its costs a right for the Distributorto use the Products, or (ii) modify or replace the infringing Products thereofprovided that such modification or replacement shall not impair the operationof the Products, or (iii), if (i) or (ii) above cannot be reasonably realizedfor technical or economical reasons, buy the Products back at a price which isthe sale price less depreciation based on 5 years straight-line depreciation.

(b)               The indemnity is conditional upon (i) the Distributorgiving Hexis Americas at the earliest possible convenience (and in all eventswithin the time required for a timely response) a written notice of any claimbeing made against or action threatened to be brought against the Distributor or Hexis Americas, and (ii) the Distributornot having made any statement, declaration or admission with respect to theinfringement of third party intellectual property rights which might beprejudicial to the defense of such claim or action, and (iii) the Distributorallowing Hexis Americas to conduct at its own expense any ensuing litigationand all negotiations for a settlement of the claim.  At the Distributor’s expense, the Distributorshall provide to Hexis Americas all reasonable documentation, information and,without charge, assistance in connection with any such claim.

12.2Limitation.  This indemnification shall be limited tothe claims fixed by a final court decision, or agreed to by Hexis Americas inany settlement made with the third party. In case the Distributor does notconduct the defense or agree to any final settlement, then the indemnificationshall be limited to payments which are calculated on the basis of a reasonableroyalty rate on the sales prices invoiced to the Distributor for the infringingProducts and shall exclude any loss and any damages of a consequential nature.

Exclusions.  The indemnityshall not apply to any claim based on any of the following:

                   (i)            Hexis Americas' actions done tocomply with the Distributor’s (or its customer’s) particular design or designinstructions;

             (ii)           The use of the Products in a manner,or for a purpose, which was not intended or not foreseeable;

             (iii)          The assembly or use of the Products incombination with any products, goods, technologies or services which are notsupplied by Hexis Americas;

             (iv)          The modification of the Products bythe Distributor or by any third party.

                The indemnificationliability shall also exclude any loss of profit and any damages of aconsequential nature.

12.3        Employment; Violation of Law.  TheDistributor undertakes to indemnify Hexis Americas Indemnitees against allclaims, losses and liabilities arising out of or related to (i) theDistributor’s employment of any person or contracting with any third party,(ii) the Distributor’s violation of law or any breach of this Agreement thatconstitutes a violation of law, and (iii) any use of the Products that does notconform to Hexis Americas “Good Practices” for the Products or for damagecaused by improper affixation to the intended surface.

ARTICLE 13 - WARRANTY

13.1Claimsfor Damages in Shipping or Delivery. Since all sales by Hexis Americas areex-works, Distributor bears the risks of damage in transit.  Upon delivery of goods, if any Products aredamaged in any way, Distributor must immediately note all damages and make aclaim with the driver, on the bill of lading and/or other deliverydocumentation, and Distributor must also take any supporting photos.   Purchaser and/or receiver must inspect theorder at delivery for any damages or discrepancies and notate such damages ordiscrepancies to the delivery company/driver. Failure to notate damage withdelivery company/driver may result in a denied shipping and handling claim. Forlost, stolen or damaged orders, the shipper (whomever provided the shippinglabel or BOL) is responsible for filing and following up with the claim.

13.2        Product Warranty; Required Handling and Storage Procedures. Warranty termsare set forth at Hexis Americas’ website, https://www.hexis-graphics.com/en/warranty/. The warrantyterms may vary by Product or SKU.  All warrantyclaims must follow the procedures and guidelines posted on (and downloadablefrom) Hexis Americas’ website at https://www.hexis-graphics.com/en/warranty/.  No warranty shall apply to Products that,after shipment ex-works, the shipper, Distributor or other party has damaged orhave not been handled or stored without complying with the HEXIS AMERICAS GUIDETO GOOD PRACTICE located at: https://www.hexis-graphics.com/en/guide-to-good-practice.pdf.  Such documents are also available by e-mailupon Distributor’s request.

13.3Exclusions.HEXIS AMERICAS MAKES NO WARRANTY OFANY KIND, EXPRESSED OR IMPLIED, INCLUDING OF MERCHANTABILITY OF FITNESS FOR APARTICULAR PURPOSE, EXCEPT THAT THE PRODUCTS SOLD UNDER THIS AGREEMENT WILLMEET THE SPECIFICATIONS SET FORTH IN THE RELEVANT PRODUCTS DESCRIPTIONLITERATURE AT THE TIME OF MANUFACTURE.

13.4Limitationof Liability.  NO CLAIM OF ANY KIND, WHETHER AS TO THE PRODUCTS DELIVERED OR FOR NON-DELIVERYOF THE PRODUCTS, OR OTHERWISE, SHALL BE GREATER IN AMOUNT THAN THE PURCHASEPRICE FOR THE PRODUCTS SUBJECT OF THE CLAIM.

13.5ExclusiveRemedy.  Hexis Americas' soleobligation in the event of a breach of such written warranty shall be, at no chargeto the Distributor, to replace the defective portions or parts of the defectiveProducts, provided that the Distributor has given written notice thereof withinthirty (30) days of discovery of such defects not later than the periods setforth pursuant to Sections 13.1 and 13.2, or to provide a refund or credit note.

13.6Conditions.  The warranties and remedies set forth hereinare further conditioned upon the Distributor’s and its customers’ properreceipt, handling, storage and application or installation of the Products.

13.7Exclusionof Certain Types of Damages.  NOTWITHSTANDING ANYTHING PROVIDED TO THECONTRARY IN THIS AGREEMENT, HEXIS AMERICAS SHALL NOT BE LIABLE FOR ANY SPECIAL,PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING,WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFITS OR REVENUES, CLAIMS OF THIRDPARTIES, AND THE DISTRIBUTOR SHALL HOLD HARMLESS AND INDEMNIFY HEXIS AMERICASINDEMNITEES AGAINST ANY LIABILITY IN CONNECTION THERETO.

ARTICLE 14 - TERM AND TERMINATION

14.1        Duration; Automatic Renewal. This Agreement shallcome into force upon its execution by both Parties. This Agreement shall bevalid for one (1) year and shall be renewable automatically for successiveterms of one (1) year, unless notification of non-renewal is given in writingwithin sixty (60) days prior to the expiration of the initial or current term.Notwithstanding the above, either Party may terminate this Agreement forthwithupon prior written notice, if the other Party fails to perform any of itsobligations hereunder, and if such failure is not remedied within thirty (3)days after receipt by the defaulting Party of a written notice to remedy suchfailure. Notwithstanding the above, in its sole discretion Hexis Americas mayterminate this Agreement upon thirty (30) days’ prior written notice. 

14.2NoIndemnity.  In the event thisAgreement is not renewed, the Distributor shall not be entitled to anyindemnity, claim for loss of income or damages due for non-renewal. 

14.3MutualRight of Termination.  Either Partyshall have the right to terminate this Agreement forthwith upon prior writtennotice (i) if a petition is filed by, on behalf of or against the other Partyunder the provisions of any bankruptcy or insolvency laws, (ii) if a receiveris appointed to take possession of such Party's property, (iii) if such Partyis declared insolvent by any court which has jurisdiction..

14.3Terminationby Hexis Americas.  Hexis Americasshall have the right to terminate this Agreement if (i) without Hexis Americas’prior written consent, there is a change in the ownership of a majority of theDistributor’s common stock or voting rights to elect a majority of theDistributor’s board of directors or similar governing body or in the managementof the Distributor, whether voluntary or by operation of law, that might affect,in the sole opinion of Hexis Americas, the Distributor’s management capability,its financial condition or performance or the business purpose of thisAgreement, (ii) the Distributor fails to pay for any Products in strictcompliance with the credit or payment terms that Hexis Americas has placed intoeffect and of which Distributor has been advised, (iii) Distributor were tolose, for fail to obtain, any license required by law to sell or support any Productsin the Territory, (iv) the Distributor attempted to assign Agreement without HexisAmericas’ prior written consent, (v) Distributor were to fail to timely provideany reports, information or assistance required under this Agreement, or (vi)violations by Distributor of any provision of this Agreement for 10 days afterspecific written notice of violation is given by Hexis Americas, butDistributor is not entitled to cure any breach of Section 3 (improper sales),4.2(k) (compliance with laws), 4.2(o) (maintaining insurance), 5 (securityagreement), 6 (sub-distribution), 10 (trademarks), 11 (infringement) or 16(confidentiality).  The Distributorcovenants and agrees to give at least 30 days’ prior written notice to HexisAmericas of any such event or transaction described in (i), (iii), (iv) or (vi)above. Distributor recognizes that (a) this Agreement has been entered into by HexisAmericas in reliance upon the skills of Distributor’s existing owners,principals and operating managers and (b) Distributor’s relationship to HexisAmericas gives Hexis Americas a special interest in the Distributor’s financialstability. 

14.4Terminationfor Violation of Law. Hexis Americas shall have the right to terminate thisAgreement forthwith, without prior warning, if the Distributor or itsAffiliates or any sub-distributor at any level shall be in violation of law as contemplatedunder Section 4.2. 

14.5        Mutual Termination without Cause.Unless restricted by law of the jurisdiction in which Distributorconducts its business, either Party may terminate this Agreement and thebusiness relationship “without cause” or without the occurrence of any otherbasis for termination, provided that the terminating party shall first give theother party at least sixty (60) days prior notice of its intention to terminatebefore the effective date of termination.

14.7        No Release.  Termination ofthis Agreement shall not release the Distributor from its obligationshereunder, including without limitation, to make payments of all amounts thenor thereafter due. The Parties shall be bound by any purchase orders acceptedprior to the termination date.  Pendingthe effectiveness of any termination, either party may negotiate with thirdparties for a successor relationship with another supplier or anotherdistributor.

14.8Repurchase.  Upon termination of this Agreement, HexisAmericas may, at its option, repurchase all or part of the Products in stock inthe Distributor's inventory at the net prices (less any credits and notincluding any shipping, handling or customs duties incurred upon Distributor’soriginal purchase) paid by the Distributor for such Products.  Repurchase price shall be (1) 90% of such netprice for products purchased earlier than 90 days before termination, or (2)100% if purchased within 90 days before termination.  As a condition of payment, Hexis Americas mayrequire that all such Products be “merchantable” within the meaning of theUniform Commercial Code.

14.9SalesCollateral.  If requested by HexisAmericas after the termination of this Agreement, the Distributor shallpromptly return to Hexis Americas all sales cards, literature and othermaterial or property that may have been furnished by Hexis Americas to the Distributor.

14.10     Transitional Assistance.  Distributor shall provide all reasonableassistance (including without limitation customer names, contact information,customer’s purchase history, dates of purchase for the Products and anyinformation relating to Product defects and warranty claims).  Distributor’s commitment to provide suchinformation is a material inducement for Hexis Americas to enter into andperform its obligations under this Agreement. Distributor shall be liable to Hexis Americas for all damages, includingany customer’s claims, directly or indirectly sustained by Hexis Americas orits Affiliates as a result of Distributor’s breach of this commitment.

ARTICLE 15 - FORCE MAJEURE

15.1Excuse.  Neither Party shall be liable for anydelay or failure of performance due to unforeseeable circumstances, or othercauses beyond its control, including, without limitation, fire, flood, strikes,labor troubles or other industrial disturbances, war, embargoes, sanctions,export controls, riots, or governmental or administrative decisions, accidents,strikes, lockouts, machinery breakdowns, quarantines, shortages of or inabilityto obtain timely delivery from suppliers, inability to obtain any material usedin or equipment needed for the manufacture of the Products or the packagingtherefor, inability to obtain shipping space, exchange rates, fuel prices,power failures, import or export restrictions, law enforcement, computer virus,software failure, acts of God or public enemy, prior orders from customers orlimited production capacity of Hexis Americas, its suppliers or subcontractors,or any other cause beyond a Party’s control. The Party subject to such cause shall take reasonable steps to give promptwritten notice to the other Party.

15.2Suspension.  Subject to the above notification,performance of this Agreement shall be suspended for a period equal to theperiod during which the force majeure even lasts. All costs and liabilities ofthe Distributor incurred during the suspension of this Agreement caused byForce Majeure shall be at the Distributor's expense.

15.3Terminationafter 90 Days.  Should the period offorce majeure continue for more than ninety (90) consecutive days, either Partymay terminate this Agreement upon written notice to the other Party and withoutany liability whatsoever.

ARTICLE 16 – CONFIDENTIALITY

16.1Duties.  Neither Party shall disclose to any thirdParty and use, except for the purpose of this Agreement, (i) any informationconcerning this Agreement, (ii) the business, strategies, and product research anddevelopment activities and interest of such other Party, and (iii) anyconfidential information and/or trade secrets such as technical or commercialdata, price data and price structures, costs or administrative information madeavailable to the other Party or which it may have learned in the performance ofthis Agreement, without such other Party's written consent.  Exceptions shall apply where the partycharged with maintain confidentiality demonstrates that disclosure is (I) requiredby law, but in such event the party being called upon to disclose shall berequired to first give notice to the other party and an opportunity by legalmeans to obtain judicial intervention to defeat such requested disclosure, or(II) of information that is in the public domain or disclosed by a third partyunder no duty of confidentiality to the other party.  If the parties have signed a confidentialityagreement, such agreement shall continue except that its term shall be limitedby Section 16.2.

16.2Duration.  The above provision shall survive theexpiration of termination of this Agreement for five (5) years.

16.3        Injunctive Remedy.  The partiesacknowledge that the disclosure of the other party’s confidential informationwill cause the other party irreparable injury. Each party agrees that the other may obtain equitable relief to enjoinany disclosure or misuse of such confidential information, without impairingany other remedies.

ARTICLE 17 – ASSIGNMENT

This Agreement shallnot be assigned or transferred by any Party, without the prior written consentof the other Party and any attempt of assignment or transfer shall be null andvoid. However, subject to prior written notification to the Distributor, HexisAmericas shall be free to assign this Agreement to its Affiliates or asuccessor in interest. For the purpose of this Agreement, “Affiliate”shall mean any subsidiary or legal entity owning (or owned by), directly orindirectly, more than 50% of the voting rights and share capital of a Party.

ARTICLE 18 - GOVERNING LAW

This Agreement and allactions contemplated by it shall be governed by and construed in accordancewith the laws of the State of Georgia, without regard to the principles ofconflicts of law and excluding the United Nations Convention for theInternational Sale of Goods.

ARTICLE 19 - SETTLEMENT OF DISPUTES 

19.1        Arbitrationin Georgia. The parties acknowledge that this agreement is atransaction in interstate commerce governed by the Federal Arbitration Act.Before initiating any litigation, the Parties shall meet and confer on anydispute (other than one involving irreparable injury subject to injunctiverelief) for a period of at least 15 days. If not resolved between the Parties, any controversy or claim arisingout of or relating to this agreement, or the breach thereof, shall be settledby arbitration administered by the American Arbitration Association inaccordance with its Commercial Arbitration Rules and judgment on the awardrendered by the arbitrator(s) may be entered in any court having jurisdictionthereof.  Claims shall be heard by a singlearbitrator in Atlanta, Georgia. The arbitration shall be governed by the lawsof the State of Georgia. The arbitrators will have no authority to awardpunitive or other damages not measured by the prevailing party's actualdamages, except as may be required by statute. Any award in an arbitrationinitiated under this clause shall be limited to monetary damages and shallinclude no injunction or direction to any party other than the direction to paya monetary amount. The arbitrator(s) shall award to the prevailing party, ifany, as determined by the arbitrator(s), all of their costs and fees."Costs and fees" mean all reasonable pre-award expenses of thearbitration, including the arbitrators' fees, administrative fees, travelexpenses, out-of-pocket expenses such as copying and telephone, court costs,witness fees, and attorneys' fees. The award of the arbitrators shall beaccompanied by a reasoned opinion. Except as may be required by law, neither aparty nor an arbitrator may disclose the existence, content, or results of anyarbitration hereunder without the prior written consent of both parties.   Each Party agrees that notice ofarbitration and service of notice of any arbitral award may be effectuated byfirst class mail (or airmail), return receipt requested, to the President ofsuch Party.

19.2        One Year Deadline. Any claim arising out of or in relationsto this Agreement must be filed within one year after the occurrence of theevent giving rise to such claim, or shall be forever barred.   The foregoing deadline shall not limit any claimby Hexis Americas for non-payment arising prior to the effective date oftermination or any invoice.

ARTICLE 20 - NOTICES

Any notice, demand,waiver or other communication required or permitted to be given hereunder shallbe made in writing in English and shall be deemed to have duly given whendelivered in person, or when sent by telecopy or, if mailed, ten (10) businessdays after mailing by pre-paid, registered or certified first class mail, withreturn receipt requested, to the addresses set forth above, or any otheraddress notified to the parties pursuant to this Article.

ARTICLE 21 - ENTIRETY AND AMENDMENT

This Agreement,together with its Exhibites, contains the entire and only agreement between theParties hereto and supersedes and cancels all previous agreements,negotiations, commitments and representations relating thereto. It cannot beamended or modified, in whole or in part, except by a written document signedby both Parties.  The Parties hereto agree that they shall take allappropriate actions, including, without limitation, the execution or filing ofany documents or instruments, which may be reasonably necessary to carry outthe intent and accomplish the purposes of any of the provisions hereof.  This Agreement shall be deemed to have beenco-authored by the Parties, and not rule of construction shall cause thisAgreement to be construed against either party as a matter of authorship.

ARTICLE 22 - ABSENCE OF WAIVERS

The failure to insistupon strict compliance with any of the terms or conditions of this Agreementshall not be deemed a waiver of such terms and conditions, nor shall any waiverof any right at any one or more times be deemed a waiver of such right at anytime.

ARTICLE 23 - SEVERABILITY

In the event that anyof the provisions under this Agreement is in conflict with any rule of law orstatutory provision or otherwise is unenforceable under the laws of any countryor state, such invalidity shall not invalidate any of the other provisions hereof.  Such remainder shall remain in full force andeffect.

ARTICLE 24 - HEADINGS

The headings of the Articlesand Sections of this Agreement are inserted for convenience of reference onlyand shall not be deemed to constitute a part hereof.

ARTICLE 25  -ELECTRONIC SIGNATURES

The partiesagree to accept facsimile, scanned and copied signatures of their respectiveauthorized representatives as original signatures for the purposes of executingthis Agreement as specified below and further agree to accept faxed, copied,scanned, electronic, and printed versions of this Agreement fully signed and/orexecuted as if it were an original. 

IN WITNESS WHEREOF, the Partieshave executed this Agreement in two (2) originals by their duly authorized representatives.

List of Exhibits:

1.      Products

2.      Territory

3.      Prices and Terms and Conditions of Sale

4.      Marketing and Publicity

5.      Insurance

6.       DesignatedRepresentatives

HEXIS™ PRODUCTS

All products found tobe noted and listed in the HEXIS International Catalogue:

https://catalogues.hexis-graphics.com/?lang=xen

TERRITORY

The Territory consistsof the Distributor’s Country.

PRICES AND TERMS AND CONDITIONS OFPURCHASE

1.            Acceptance.  Goods and services offered or quoted for aresubject to availability. Orders are subject to acceptance by Hexis Americas.

2.             Modifications;Add-ons.  Modifications and add-onsto orders can only be accepted by Hexis Americas within 3 business days of receiptof invoice. Once the invoice has been received, the Distributor has 5 businessdays to submit payment; otherwise, the ordered Products will not be shipped tothe purchaser, will be released back into stock inventory and could be subjectto delays for subsequent restocking.  Thereafteradd-ons will be considered as new orders. Orders cannot be cancelled by thepurchaser except upon terms that will fully compensate Hexis Americas againstloss or by Hexis Americas’ prior written agreement.

3.             Returnsof Defective Products.  Any productssold by Hexis Americas may be returned only in accordance with the warrantyprovisions applicable to the product concerned. Hexis Americas is required to accept returns of goods that are provendefective within ten (10) business days after date of delivery.  Before returning any product for whateverreason, the purchaser must obtain Hexis Americas’ prior written approval andinstructions. A 25% restocking fee will be applied for on any unopened andundamaged items. Distributor is responsible for return of product(s).

4.            Pre-payment. The purchaser shall pay theprice and all other amounts due for the Products under a purchase order priorto delivery Ex-Works at the point of shipment from Hexis Americas’ warehouse orother location designated in Hexis Americas’ written acceptance of purchaseorder. Except for qualifying customers under approved Credit Terms, no shipmentshall occur without such prior payment.  Allprices are expressed and shall be payable in US DOLLARS, unless otherwiseagreed in writing.  Any other paymentterms must have Hexis Americas agreement by authorized person.

5.            Credit Terms.  Credit Terms are available to qualifiedcustomers.  Credit Terms Invoices are tobe paid in full within 30 days following the date of invoice unless other termsare agreed in writing. Invoices not paid in full within 30 days of the due dateshall thereafter bear overdue charges consisting of the lesser of (i) the rateof 1.5% per month on the unpaid balance or (ii) the maximum interest ratepermitted by law. 

6.            Late Payments.  Hexis Americas reserves the right tocharge a late payment fee as an increase in the purchase price computed at rateof one and one half percent (1.5%) past the Grace Period per month (or themaximum interest rate allowed by applicable law, whichever is lower) on any unpaidbalance owing by the Distributor from the date at which balance was due to HexisAmericas.  Distributor shall beresponsible for any reasonable costs resulting from collection by HexisAmericas of any such amounts, including, without limitation, reasonableattorneys’ fees and court costs. Hexis Americas may discontinue or delaycontinuance of performance or production if the purchaser fails to pay any moniesdue. A 5-day Grace Period is granted after the invoice date.

7.            Advance Payments.  To the extent that the Distributor shallfail to make payment as specified, or for any other bona fide reason HexisAmericas deems itself to be insecure as to payment, Hexis Americas may demandthat Distributor make full payment in advance before shipment of goods.

8.             Volume Discount Rebate Program: Valid only through purchases/payments through Hexis Americas.  If Distributor purchases and pays for morethan the threshold volume in Dollar amount for the applicable period, therebate will be issued as a credit note under the then applicable HexisAmericas’ volume discount rebate program. Volume rebates are computed at the end of every quarter and apply onlyto paid invoices.  Volume rebates canonly be used as credit notes and they must be used in the following subsequentquarter after the quarter in which earned. Volume rebate credits do not roll over. A Volume Discount Rebate Programmay be offered at the discretion of Hexis Management and to be put in a writtenagreement.

9.            Risk of Loss. All prices are quoted onan EX-WORKS basis (Incoterms 2010) at place of manufacture or Hexis Americas’warehouse in the United States, as indicated on Hexis Americas’ writtenacceptance of purchaser order.   Quotations for other delivery terms can beobtained on request, extra charges to be at the Distributor’s expenses.

10.          Price Changes.  Hexis Americas reserves the right to makechanges in their prices at any time on written notice to the Distributor. Thisnotice will be in the form of a new price list to be effective. All on-goingproposals remain valid.

11.          Distributor Discount.  For all sales, Hexis Americas will grant theDistributor its standard discount based on the EX-WORKS price list. To ensurecontinuity in Hexis Americas’ sales, the Distributor agrees to sell HexisAmericas products at reasonable, not excessively high prices, taking intoconsideration Hexis Americas list price, shipping costs, import costs,

12.          Taxes, Duties and Shipping.  The amount of any present or future taxes,duties or shipping costs applicable to the sale of products or services shallbe added to the price.  The purchaser shallpay all such taxes and indemnify Hexis Indemnitees from all claims arising fromsuch taxes.  Purchaser may provide HexisAmericas with a valid exemption certificate acceptable to Hexis Americas andthe appropriate tax authority.  Purchaseragrees to indemnify and hold harmless Hexis Americas, its directors,shareholders, employees and agents, from all losses, liabilities and claims onaccount of taxes, interest, penalties and customs duties.

13.          Bank Payment. All payments should be made out to SWP Solution, Inc., as this is thelegal name for Hexis Americas. SWP Solution Inc. accepts the following forms ofpayment:

·        Credit card(with signed credit card authorization form)

·        Wire transferpayment

·        Physical Check(to be mailed in a trackable method such as UPS, FedEx, UPS or certified USPS)

·        All payments areto be submitted in USD$ only

                Payment shall be madeby wire transfer to Hexis Americas’ bank:

-     Company Name:

-     Bank beneficiary:

-     Account number:

-     Address:

-     Telephone:                                     

14.          Risk of Loss.  Title and risk of loss for all products shallpass to the purchaser upon delivery by Hexis Americas to a freight forwarder orpurchaser’s designate, regardless of shipping terms, method of payment ortransport cost.

15.          Claims against Carriers (Damage In Transit).Title and risk of loss for all Americas shall pass to the purchaser upondelivery by Hexis Americas to a freight forwarder or purchaser’s designate,regardless of shipping terms, method of payment or transport cost.  Under “ex-works” Incoterms, once the goodshave been loaded for shipping, they become the responsibility of the purchaser.  It is the responsibility of the purchaser toreceive the entire shipment as tendered and file a claim with the carrier ifthe shipment or any part thereof is missing or damaged upon delivery. If thereis any loss or damage at the time of delivery, it is essential to make theappropriate statement on the delivery receipt. Purchaser and/or receiver mustinspect the order at delivery for any damages or discrepancies and notate suchdamages or discrepancies to the delivery company/driver. Failure to notatedamage with delivery company/driver may result in a denied shipping andhandling claim. For lost, stolen or damaged orders, the shipper (whomeverprovided the shipping label or BOL) is responsible for filing and following upwith the claim.

16.          Inspection; Claims Procedures.   Purchaser’s prompt inspection of deliveredproducts is of the essence. Any concealed damage should be reported to thedelivering carrier within 15 days of receipt of the shipment. Prompt filing ofthe claim with all necessary documents is required for fast settlement. Allclaims must be accompanied by the following documents: Original paid freightbill - Certified copy of original bill of lading - Duplicate of invoicecovering shipment - Duplicate of destination inspection report - Duplicate ofdelivery receipt noting shortage or damage. To file a claim, the following ismandatory:

·        Claim form mustbe completely filled out.

·        Photo/video ofclaim (showing the defect).

·        Physical A4size sample (showing the defect). Sample piece is to be placed on a spareliner, not stuck to adhesive to adhesive.

·        Failure toprovide the above, may result in a denied claim. Claim is only valid for thirty(30) days; after thirty (30) days, claims will become void.

·        Hexis Americasis not responsible for shipping costs associated with a claim.

·        If a product isused, applied or marketed in a way that is not intended according to HexisTechnical Data and Application Guide, then the warranty and claim will bedenied and void.

17.          Returns.  Any products sold by Hexis Americas maybe returned only in accordance with the warranty provisions applicable to theproduct concerned.  Hexis Americas agreesto accept returns of goods that are proven defective within ten (10) businessdays after date of delivery.  Beforereturning any product for whatever reason, the purchaser must obtain Hexis Americas’prior written approval and instructions. A 25% restocking fee will be appliedfor on any unopened and undamaged items. Distributor is responsible for returnof product(s).

18.          Other Terms and Conditions.  Distributor’s purchases of Products aresubject to the terms and conditions set forth in the Distribution Agreement towhich this annex is attached.                                           

MARKETING AND PUBLICITY

1.         Trademarks and Logos.

“HEXIS AMERICAS” and “HEXIS” are trademarks and/or registered trademarksof Hexis Americas or its Affiliates (collectively and including Hexis Americas’logos, the “Trademarks”).  Distributorshall use, and shall cause its Distributors to use, the Trademarks only asspecified in the confidential trademark usage guidelines as may be amended fromtime to time in Hexis Americas’ sole discretion and only with respect toversions of the Software delivered to Distributor that contain the Trademarks.  Upon notification from Hexis Americas, Distributoragrees to adopt any new logos and guidelines in the earliest reasonabletimeframe (for example, at the next revision of Distributor Product).  Such guidelines are available at https://www.hexis-americas.com/en/trademark-guidelines.pdf.

2.         Proprietary Notice.

To the extent Distributor has access tocopyrighted works included in the Products or Software, Distributorshall place proprietary notices in the copyright area of: (a) the on-line documentation regarding the Product, (b) the‘About [Box]’ or similar notice page of the Distributor’s Website thatdescribes the Product, and (c) any other document related to the Product thatcontains copyright information, as reasonably requested by Hexis Americas.

3.         Attribution.

In the event Hexis Americas delivers to Distributor anUpgrade that contains Hexis Americas® or HEXIS® technology, in a mannerconsistent with the other marketing efforts for Distributor Product and, ifapplicable, Distributor Product, Distributor shall promote, and shall causeDistributor to promote, their respective support of Hexis Americas HEXIStechnology from Hexis Americas in the following ways:

3.1 MarketingMaterials; Attribution Text. In Distributor Product and Distributor Productmarketing materials, such as product datasheets, reviewers’ guides, productadvertising, and developer kits, Distributor shall include, and shall causeDistributor to include, the appropriate Hexis Americas logo pursuant to theterms of Section 1 of this Exhibit.Additionally, Distributor shall include, and shall cause Distributor toinclude, a statement (“Attribution Text”) substantially similar to thefollowing:

3.2 ProductPackaging. Distributor Product packaging shall include, and Distributorshall cause Distributor product packaging to include, the appropriate HexisAmericas logo pursuant to the terms of Section 1 of this Exhibit.

3.3 WebSite. Distributor shall include, and shall cause Distributor to include,the Attribution Text and/or shall display,and shall cause Distributor to display, the appropriate Hexis Americas logo onthe web page on Distributor’s and Distributor’s web site that describesthe feature set of Distributor and Distributor Product enabled with HEXIStechnology. Whenever possible, the logo and the Attribution Text shall includea hyperlink to the URL listed in the Attribution Text.

3.4 Attributionto Hexis America in Developer’s Marketing and Support Documentation.Distributor shall highlight that Distributor Product supports Hexis Americas HEXIS®products on Distributor’s web sites and marketing materials for vinyl wrapping.

4.         Use of Distributor Name.

Distributor shall allow Hexis Americas to useDistributor’s name and corporate and product logos (“Distributor Trademarks”),a color image of the Distributor Product, and a description of the DistributorProduct as delivered by Distributor, on Hexis Americas’ web site, for use in HexisAmericas marketing and promotional materials, including, but not limited to,press releases, event presentations, web site announcements or lists,reviewers’ guides, advertisements, product datasheets, product packaging, anddeveloper kits. Distributor hereby grants a non-exclusive, worldwide,non-transferable license to Hexis Americas to use the Distributor Trademarkssolely in conjunction with the promotion of Distributor, Distributor Product,and Hexis Americas HEXIS from Hexis Americas pursuant to this section. HexisAmericas shall not challenge Distributor’s exclusive rights to such DistributorTrademarks or assert their invalidity in any proceeding. Hexis Americas’ use ofsuch Distributor Trademarks shall not create in Hexis Americas any right,title, or interest in or to such Distributor Trademarks, and all goodwillarising from Hexis Americas’ use of such Distributor Trademarks shall inure tothe benefit of Distributor or, if not owned by Distributor, its Trademarklicensors. Hexis Americas shall use the Distributor Trademarks only asspecified in Distributor’s Trademark usage guidelines provided to HexisAmericas by Distributor, as may be amended from time to time in Distributor’ssole discretion.