Distributor Agreement

This Agreement is made on the day of , between Aunex, Inc., having its principal office at 970 Sepulveda Blvd #133, Harbor City, CA 90710-1405, a California Corporation (hereinafter "Aunex"), and (hereinafter "Distributor").

1. Appointment of Distributor. Aunex hereby designates Distributor, and Distributor agrees to serve as an authorized Distributor, upon the terms and conditions set forth in this Agreement, at the location(s) indicated herein and/or additional locations set forth in Schedule A to this Agreement ("Distributor Locations"), for Aunex-branded products. Distributor agrees to maintain, at all times during the term of this Agreement, a distribution facility for the sale of Aunex-branded products to authorized Aunex retail dealers at each Distributor location, and Distributor agrees to promote and sell Aunex-branded products within the authorized market area defined herein.

Aunex Authorized Market Area:

Distributor agrees not to offer Aunex-branded products for sale or resale to dealers, consumers, or other parties conducting business outside the market area defined herein.

2. Distributor Program. The following terms constitute the Distributor's authorized program: Pricing: ; Buy-In: $; Prepaid Freight Minimum: $; Payment Terms: ; Annual Purchase Commitment: $.

3. Sales to Authorized Aunex Dealers. Aunex and Distributor acknowledge that it is in their mutual best interest that Aunex-branded products be sold through a selective dealer network, whereby all dealers possess the capability to provide the services that Aunex requires. Distributor agrees not to offer Aunex-branded products for sale at any location other than those agreed upon with Aunex in writing. Selling to another distributor, to retailers engaged in distributing Aunex products, or to any retailer or affiliated distributor company with online sales is strictly prohibited without prior written consent from Aunex. Failure to comply with this section shall be grounds for immediate termination.

4. Export Sales. Distributor shall not sell or otherwise transfer Aunex-branded products to any person or entity located outside the United States for resale without the prior written consent of Aunex.

5. Internet Sales. Distributor shall not sell or otherwise transfer Aunex-branded products to any person or business that will sell on online marketplaces including but not limited to Amazon, eBay, Shopify, Walmart Marketplace, or any other e-commerce platform, without the prior written consent of Aunex.

6. Terms of Sale. Aunex agrees to sell, and Distributor agrees to purchase and pay for, such quantities of Aunex-branded products as Distributor may reasonably request, equaling at minimum the purchase requirements defined in Section 7 herein, at the prices then currently in effect for as long as this Agreement remains in force. All sales are subject to the terms and conditions established by Aunex and in effect at the time of shipment. All product prices are stated in United States dollars, and all invoices shall be paid in United States dollars in accordance with the invoiced payment terms.

7. Minimum Purchase Requirements. Distributor agrees to purchase a minimum of $ USD in Aunex-branded products during each calendar year in which this Agreement is in effect.

8. Obligation to Promote Product Sales. Distributor shall use its best efforts to stimulate interest in and to sell Aunex-branded products to retail dealers. In particular, and without limiting the generality of the foregoing, Distributor shall: (a) acquire and maintain adequate facilities, display areas, and demonstration capabilities to explain and demonstrate the features of Aunex-branded products to retail dealers; (b) maintain a representative inventory of models and styles of each Aunex-branded product in quantities sufficient to meet reasonably anticipated sales during a period of not less than one (1) month; and (c) at no time engage in any illegal, deceptive, unfair, or unethical trade practice — including false or "bait and switch" advertising — or any other practice that may adversely affect the image or reputation of Aunex or its products, and shall make no false, misleading, or disparaging representations regarding Aunex or any Aunex-branded products.

9. Advertising. Unless otherwise authorized by Aunex in advance and in writing, Distributor shall use Aunex's name, trademarks, trade names, and copyrighted materials solely for the purpose of advertising and promoting sales of Aunex-branded products. Distributor shall not use any such materials in any advertising or communication that is damaging to Aunex, in any unlawful manner, or in any way that tends to diminish the value or goodwill of the Aunex brand. Nothing herein shall transfer to Distributor any interest or ownership in any Aunex trademark, trade name, copyright, patent application, or patent right. All such rights terminate upon termination of this Agreement. Distributor shall not advertise or conduct promotional activities regarding Aunex-branded products unless Distributor has in stock a sufficient supply of the advertised product(s) to meet anticipated demand. Failure to comply with this requirement shall be grounds for termination.

10. Minimum Advertised Price (MAP). While Aunex does not set the actual resale prices charged by Distributor, Aunex does establish a Minimum Advertised Price ("MAP") to maintain the perceived value of Aunex-branded products. Distributor agrees not to advertise any Aunex-branded product for sale at a price below the MAP established by Aunex and set forth in the current Dealer Price Guide. The term "advertise" includes, without limitation, advertising on social media, television, radio, print, any Internet website or online marketplace, direct mail, billboard, demonstration boards, or any in-facility promotional display. Aunex may offer temporary discounts on products from time to time; any such adjustments to MAP will be communicated to Distributor in advance and in writing.

11. Term and Termination. This Agreement commences on the date set forth herein and shall automatically renew for successive one-year terms unless earlier terminated. Either party may terminate this Agreement as follows: (a) Termination without cause — the terminating party shall provide thirty (30) days' prior written notice to the other party; (b) Termination for cause — in the event of a material breach of this Agreement, thirty (30) days' written notice may, but need not, be given before termination takes effect. Upon the effective date of termination: (i) all unfilled Distributor orders shall be deemed cancelled; (ii) for a period of thirty (30) days thereafter, Aunex shall have the sole option to repurchase from Distributor any unsold Aunex-branded products at the net prices paid by Distributor, less any discounts and unearned allowances; (iii) Distributor agrees to ship, at Aunex's expense, any repurchased products to Aunex's address or such other location as Aunex may designate; and (iv) Distributor shall cease representing itself as an authorized Aunex Distributor and shall return all advertising and sales materials bearing Aunex's logo, trademarks, or trade names to Aunex at Aunex's expense. Upon termination, all open invoices become immediately due and payable. Neither party shall be liable to the other for incidental or consequential damages arising from a lawful termination of this Agreement.

12. Warranties. Distributor shall make no warranties or guarantees with respect to any Aunex-branded products except as expressly authorized by Aunex in writing and as consistent with the warranty terms set forth in the current Dealer Price Guide and the applicable product owner's manual. All sales shall be made subject to Aunex's warranty then in effect, which shall be extended to the retail purchaser by an Authorized Aunex Dealer. Distributor agrees to comply at all times with the requirements of the Federal Magnuson-Moss Warranty Act and to take all actions that Aunex may reasonably request to ensure compliance therewith.

13. Product Changes. Aunex may, at any time and in its sole discretion, add, modify, discontinue, or otherwise change products available without prior notice to Distributor, and Distributor shall have no claim against Aunex for failure to supply any product of a model, design, or type previously offered.

14. Product Liability. Distributor agrees not to modify any Aunex-branded product for any use other than that specified in the applicable owner's manual and installation guide. Aunex shall not be responsible for any damages or liabilities arising from any such modification made by or on behalf of Distributor. Distributor shall indemnify and hold Aunex harmless against all claims — civil or criminal — arising directly or indirectly from any such product modification, including claims involving serious bodily injury, death, or property damage.

15. Independent Contractor; No Agency. Nothing in this Agreement shall be deemed to constitute Distributor as an agent, representative, or employee of Aunex for any purpose. Distributor is not granted, and shall not represent that it possesses, any right or authority to assume any obligation or make any agreement or commitment, express or implied, on behalf of or in the name of Aunex, except as specifically provided herein.

16. Non-Assignment. Distributor shall not assign, transfer, or sell its rights under this Agreement without the prior written consent of Aunex. For purposes of this Agreement, "assignment" includes, without limitation, any change in the controlling management personnel of Distributor, and any assignment, sale, or transfer — whether or not by operation of law — of any interest in Distributor that results in a change in the present ownership interest(s) in Distributor.

17. Indemnification. Distributor agrees to defend, indemnify, and hold Aunex and its officers, directors, employees, and agents harmless from and against any and all claims, damages, losses, costs, and liabilities (including reasonable attorneys' fees) arising directly or indirectly from any breach of this Agreement by Distributor. In the event that Aunex prevails in any litigation brought against Distributor for a breach of this Agreement, Distributor shall reimburse Aunex for all costs and reasonable attorneys' fees incurred in connection therewith.

18. Notices. All notices under this Agreement shall be in writing and shall be deemed duly given when deposited in the United States mail in a sealed envelope, sent by registered or certified mail with postage prepaid, or delivered by nationally recognized overnight courier with tracking confirmation, addressed to the other party at the address set forth herein or at such other address as a party may designate by prior written notice given in accordance with this section.

19. Waivers. No waiver of any provision or default under this Agreement shall be deemed a waiver of any other provision or default. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce the same provision or any other provision in the future.

20. Governing Law; Arbitration. This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws provisions. If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Any dispute arising out of or relating to this Agreement, including its construction or application, shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") under its then-current Commercial Arbitration Rules. The arbitration hearing shall be held in San Bernardino County, California. If the parties cannot agree upon an arbitrator within ten (10) business days after demand by either party, either party may request the AAA to provide a panel of five (5) arbitrators; Aunex shall strike two (2) names, Distributor shall then strike two (2) names, and the remaining name shall serve as arbitrator. The arbitrator's decision shall be final and binding and shall not be subject to appeal in any court. The costs of the arbitrator shall be borne by the party initiating the claim.

21. Force Majeure. Neither party shall be held liable for any delay or failure in performance caused by circumstances beyond such party's reasonable control, including but not limited to acts of God, war, terrorism, government action, natural disaster, pandemic, or material shortage. The affected party shall notify the other party promptly of the occurrence and estimated duration of any such event.

22. Entire Agreement; Amendments. This Agreement, together with any schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, negotiations, and agreements, whether written or oral. This Agreement may not be amended, altered, or modified except by a written instrument duly executed by authorized representatives of both parties.