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EXCLUSIVE DISTRIBUTION AGREEMENT

This Exclusive Distribution Agreement ("Agreement") is made and entered into as of March 1, 2025 ("Effective Date"), by and between:

PRECISION MEDICAL DEVICES, INC.
A Delaware corporation
2500 Innovation Way
San Jose, CA 95134
("Supplier")

AND

EUROHEALTH DISTRIBUTION GMBH
A company organized under the laws of Germany
Industriestrasse 45
60489 Frankfurt, Germany
("Distributor")

RECITALS

WHEREAS, Supplier manufactures and sells certain medical devices and rel

{
  "document_type": "distribution_agreement",
  "agreement_type": "distributor",
  "effective_date": "2025-03-01",
  "parties": {
    "supplier": {
      "name": "Precision Medical Devices, Inc.",
      "address": "2500 Innovation Way, San Jose, CA 95134"
    },
    "distributor": {
      "name": "EuroHealth Distribution GmbH",
      "address": "Industriestrasse 45, 60489 Frankfurt, Germany"
    }
  },
  "products": {
    "product_description": "Diagnostic imaging devices and related accessories manufactured by Supplier, as specifically described in Exhibit A",
    "product_list": "Exhibit A",
    "new_products": "Supplier shall offer Distributor the right of first refusal for new products within same category. Thirty (30) days to accept or decline. Supplier may modify, discontinue, or introduce successor products upon sixty (60) days' written notice."
  },
  "territory_exclusivity": {
    "territory": "Germany, Austria, and Switzerland (DACH Region)",
    "exclusivity": "Exclusive",
    "customer_restrictions": "None specified, full Territory coverage",
    "reserved_accounts": "Accounts listed in Exhibit B reserved by Supplier, with 5% commission paid to Distributor on such sales",
    "cross_territory_sales": "Active sales outside Territory prohibited. Passive Sales (unsolicited orders) permitted with notification to Supplier."
  },
  "appointment_rights": {
    "right_to_sell": "Right to market, promote, sell, and distribute Products throughout the Territory",
    "right_to_sublicense": false,
    "subdistributors": "May appoint subdistributors with Supplier's prior written approval (not unreasonably withheld). Subdistributors must agree to terms no less restrictive than this Agreement."
  },
  "pricing_discounts": {
    "pricing": "Prices per Exhibit C (Price List). Annual price adjustments effective January 1 upon ninety (90) days' prior written notice.",
    "discount_schedule": "Tier 1 (0 - EUR 1,000,000): 35% discount; Tier 2 (EUR 1,000,001 - EUR 3,000,000): 40% discount; Tier 3 (Above EUR 3,000,000): 45% discount",
    "resale_pricing": "Distributor has full discretion to set resale prices. No minimum or maximum resale price restrictions.",
    "price_protection": "Price decrease results in credit for inventory at difference between old and new prices"
  },
  "purchase_requirements": {
    "minimum_purchase": "Year 1: EUR 1,500,000; Year 2: EUR 2,000,000; Year 3+: EUR 2,500,000",
    "purchase_targets": "Annual sales targets to be jointly established. Achievement may entitle Distributor to additional incentives.",
    "failure_to_meet": "First occurrence: Exclusivity may convert to non-exclusive. Second consecutive occurrence: Agreement may be terminated with 30 days' notice.",
    "forecasting": "Rolling twelve (12) month forecasts, updated quarterly. Non-binding but prepared in good faith."
  },
  "marketing_promotion": {
    "marketing_obligations": "Active promotion throughout Territory, maintain trained sales force, participate in trade shows, maintain adequate inventory, provide post-sale customer support",
    "marketing_funds": "2% of annual purchases as cooperative marketing funds. Additional funds for approved major campaigns subject to Supplier budget.",
    "trademark_usage": "Non-exclusive license to use Supplier's trademarks solely for marketing and selling Products. Must comply with brand guidelines.",
    "approval_requirements": "All marketing materials must be submitted at least 15 days before use. Supplier responds within 10 business days; no response constitutes approval."
  },
  "ordering_delivery": {
    "order_process": "Purchase orders via Supplier's electronic ordering system, specifying quantities, delivery dates, and shipping addresses. Order acceptance within 5 business days.",
    "delivery_terms": "Ex Works (EXW Incoterms 2020) Supplier's facility in San Jose, California. Standard lead time: 8 weeks from order acceptance.",
    "returns": "Defective Products: return within 30 days for replacement or credit. Non-defective returns: 15% restocking fee."
  },
  "term_termination": {
    "initial_term": "Five (5) years from Effective Date",
    "renewal": "Automatic renewal for successive two (2) year terms unless 180 days' notice of non-renewal before end of current term",
    "termination_for_convenience": "Twelve (12) months' prior written notice. Notice cannot be given during first two (2) years of initial term.",
    "termination_for_cause": "Immediate termination for: material breach uncured within 60 days, insolvency/bankruptcy, or change of control to competitor",
    "post_termination": "6-month sell-off period. Supplier repurchase option for unsold inventory at Distributor's cost. Return/destroy marketing materials. Trademark license terminates."
  },
  "intellectual_property": {
    "trademark_license": "Non-exclusive, non-transferable license to use Supplier's trademarks for marketing and selling Products in Territory",
    "restrictions": "No alteration of trademarks, no use damaging reputation, no unauthorized domain/social media registration",
    "ownership": "All IP rights in Products, trademarks, and related materials remain exclusive property of Supplier"
  },
  "reporting_audit": {
    "reporting": "Monthly sales reports within 15 days of month-end including: units and revenue by product, inventory levels, key customer activity, market feedback and competitive intelligence. Annual business review.",
    "audit_rights": "30 days' notice, during normal business hours, no more than once per year unless discrepancies found"
  },
  "warranties_indemnity": {
    "product_warranty": "Two (2) years from delivery to end customer. Free from defects in materials and workmanship. Sole remedy: repair or replacement. Warranty to be passed through to end customers without modification.",
    "indemnification": "Supplier indemnifies for: product defects/liability, IP infringement, Supplier's breach. Distributor indemnifies for: negligence/misconduct, Distributor's breach, unapproved marketing activities."
  },
  "governing_law": "State of New York (arbitration in Zurich, Switzerland under ICC Rules)",
  "signatures": {
    "supplier_signed": true,
    "distributor_signed": true,
    "date_signed": "2025-03-01"
  }
}