Distribution Agreement

DISTRIBUTION AGREEMENT

BETWEEN

Dermapure Limited

AND

_______________

DISTRIBUTION AGREEMENT

This Distribution Agreement (“Agreement”) is entered effective as of _____________________ (“Effective Date”) between DermaQuest LLC, a Delaware Limited Liability Company having its principal place of business at 30911 Wiegman Road, Hayward, California USA (“DermaQuest”) and _________, a _____________ incorporated under the laws of the __________________ having its principal place of business at ___________________ (“Distributor”), with reference to the following facts and representations. DermaQuest and Distributor are sometimes collectively referred to as the “Parties” or individually as a “Party.”

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

Definitions
1. “Account” means any customer that qualifies as a Professional or Establishment. Account does not include an e-commerce website unless the e-commerce website restricts sales only to verified Professionals and ships only to the Territory.
2. “Agreement” means this Distribution Agreement, its terms, conditions and provisions, and appendices to which reference is made herein as may be amended according to this Agreement.
3. “Applicable Law” means all applicable laws, statutes, ordinances, rules, regulations judgments, injunctions, guidelines, guidances, orders and decrees.
4. “Documentation” means commercially distributed or published statements authorized by DermaQuest regarding its Products.
5. “Domain” means the approved DermaQuest website set forth on Appendix A to this Agreement.
6. “Establishment” means either of the following: (i) Retail Stores or (ii) Wholesale Stores as defined in this Agreement.
7. “Intellectual Property” or “IP” means and includes, but is not limited to: worldwide rights to any and all ideas, processes, compositions, designs, trademarks, trade dress, inventions, discoveries, works of authorship, domain names and accounts, web and social media accounts and sites, and improvements, developments or derivative works thereof, arising from, connected to or embodying DermaQuest’s Confidential Information as defined in Section 21 of this Agreement or Products created prior to, during or after the Term of this Agreement or Distributor’s distribution of DermaQuest Products whether or not reduced to use, publication, or practice and including all applications for registrations or recordation’s of patents, copyrights or trademarks therefrom in any format or media.
8. “Product” or “Products” means DermaQuest’s skin care and related health and beauty products as set forth on Appendix B to this Agreement and including any other DermaQuest Products that DermaQuest may authorize Distributor to distribute. DermaQuest may discontinue or add Products in its sole discretion. Upon written agreement of the Parties, Products may include products developed or packaged specifically for the Territory.
9. “Professional” means any of the following: (i) a person licensed by the applicable administrative agency in the Territory to engage in any of the following occupations: Cosmetologist, Manicurist, Esthetician, Electrologist, Physician, Dermatologist; or (ii) instructors in the field of training for the occupations hereinabove identified.
10. “Retail Stores” mean business entities with physical street address locations open regularly to the public, and at which instructions are provided or services offered, by employees or contractors on a regular and indefinite basis, and with staff that includes at least one regularly employed individual who qualifies as a Professional as defined in this Agreement.
11. “Term” means the duration of this Agreement as set forth in Section 11(a) hereof, including both the initial term and any renewal term.
12. “Territory” means the geographic area described in Appendix C to this Agreement.
13. “Wholesale Stores” mean business entities with physical street address locations open regularly, with sales exclusively limited to: Professionals or Retail Stores.
Grant of Distributorship
1. Distributorship. Subject to Distributor’s payment of all applicable fees and taxes and its compliance with the terms and conditions of this Agreement, Distributor is granted the exclusive, nontransferable right to distribute and sell Products to Accounts within the Territory, subject to the restrictions described in this Agreement. To the fullest extent of the laws of the Territory, Distributor is prohibited from exporting or selling Products outside of the Territory except as provided by this Agreement. Distributor shall also take reasonable steps to prevent diversion and shall report any suspicions or knowledge of same to DermaQuest.
2. Sub-Distributors. Distributor may contract with sub-distributors with DermaQuest’s prior written consent, which consent may be withheld in DermaQuest’s sole discretion. Use of sub-distributors in the distribution of the Products shall not relieve Distributor of its duties and obligations under this Agreement, and Distributor shall be liable for each sub-distributor’s compliance with the terms and conditions of this Agreement.
3. Distribution of Products. Distributor shall market all Products throughout the Territory, unless, in Distributor’s opinion and upon consultation with DermaQuest, a Product is not suitable in a particular market due to ingredients or chemicals in or from the Product or its packaging.
4. Limitation on Distribution. Distributor shall not sell Products if the size, number or frequency of the Account’s orders suggest diversion sales activities, unless Distributor first takes reasonable steps to gain appropriate assurances that the Products will not be diverted to unauthorized accounts or outside of the Territory. Whether Distributor becomes suspicious of an improper use or resale, or even if the Distributor receives reasonable assurances that its suspicions are unfounded, Distributor agrees to notify DermaQuest of any information relating to its suspicions and any and all steps taken with a view to avoiding any improper conduct.
5. Internet Sales. Distributor may only sell Products to Establishments via the Internet through the Domain, subject to the provisions of Section 5 below. Distributor is strictly prohibited from selling Products via the Internet through any other means, including but not limited to social media, mobile or messaging apps, online websites and third-party online sales platforms (i.e., Amazon, Walmart, eBay, Google).
Scope of Licenses and Restrictions
1. IP License.
  1. Subject to the terms and conditions of this Agreement, DermaQuest grants Distributor a non-transferable, non-exclusive and personal license to use the DermaQuest IP. The use of any DermaQuest IP in promotional, advertising or marketing materials must be pre-approved by DermaQuest. Distributor’s use shall be in accordance with DermaQuest’s then-current IP usage guidelines, which is subject to change from time to time. DermaQuest reserves the right to change the IP used with the Products at any time by written notice to Distributor. For creation of any marketing material authorized by DermaQuest in accordance with this Agreement, DermaQuest will provide existing art, media and website upgrades files to Distributor, at no charge. Costs of all translations and regulatory compliance shall be borne by Distributor.
  2. Distributor agrees to use the Intellectual Property in the advertising, promotion and the sale of the Products in the manner directed by DermaQuest.

Distributor shall immediately cease to use the Intellectual Property upon termination of this Agreement or upon notice in writing given by DermaQuest.

Distributor shall forthwith cease to distribute or publish any advertising or promotional material using any of the Intellectual Property upon termination of this Agreement.
Distributor acknowledges and agrees that any additional goodwill generated in connection with the Intellectual Property, as a direct or indirect result of the use of the Intellectual Property by Distributor, will accrue to the benefit of DermaQuest alone.
Distributor shall give DermaQuest notice in writing of any infringement or alleged infringement in relation to any of DermaQuest’s Intellectual Property as soon as Distributor becomes aware of such a situation.

IP License Restrictions. DermaQuest IP may only be used for promotion of DermaQuest Products and not to imply DermaQuest’s endorsement of Distributor's business and/or services. Distributor shall not alter the DermaQuest IP in any manner. Electronic use of DermaQuest’s trademarks must link to DermaQuest's public corporate website. Distributor must reproduce the then-current trademarks in any promotional, advertising or marketing materials that include Product references. All usage hereunder shall inure to DermaQuest's benefit. Distributor shall not contest DermaQuest’s IP or make application for registration or recordation of any DermaQuest IP or confusingly similar trademarks. Distributor shall not register or maintain any domain name, Internet address or account, including social media accounts, that uses the DermaQuest IP or any confusingly similar variation of the DermaQuest IP, in whole or in part, unless otherwise authorized in writing by DermaQuest. If any domain name, Internet address or account contains or is confusingly similar to the DermaQuest IP, Distributor must assign or transfer any such domain name, Internet address or account within five (5) days of DermaQuest’s request. DermaQuest may suspend use of DermaQuest IP by Distributor if Distributor’s use is reasonably concluded to violate this Agreement. Upon the termination or expiration of this Agreement, Distributor agrees to immediately cease all display, advertising and use of any and all DermaQuest IP, unless otherwise authorized in writing by DermaQuest.
General Restrictions
1. Distributor may not:
  - Modify, adapt, decompile, disassemble, or reverse engineer the Products or IP licensed hereunder, except to the extent the foregoing restriction is expressly prohibited by Applicable Law;
  - Create derivative works based on the Products or IP;
  - Make unauthorized copies of the Products or IP;
  - Allow any unauthorized third party to use or have access to the Products or IP;
  - To the fullest extent permitted by law, use the Products as an add-in product to any non-DermaQuest product without DermaQuest’s prior written consent;
  - Dilute, adulterate, refill, tamper, add to, repackage or alter in any manner whatsoever any Product; or
  - Alter, deface, cover up, mark, add, remove from or affix anything to any Product or any package or container containing a Product, or in any other way change any Product or any package or container containing a Product without the written authorization of DermaQuest.
2. No Unauthorized Statements. Distributor may not make any claims, representations, guarantees or warranties unauthorized by DermaQuest or inconsistent with, or additional to, any claims, representations, guarantees, warranties or other information provided by DermaQuest in its Documentation. Distributor is solely responsible for all representations or omissions made by Distributor not expressly authorized by DermaQuest, including, but not limited to, any representation about Product warranties, features or performance.
Ownership of IP. Distributor acknowledges DermaQuest’s ownership of and right, title and interest in, and the goodwill attached to, the IP. Distributor’s rights are limited to those expressly granted in this Agreement. DermaQuest reserves all rights not expressly granted herein.
DermaQuest Domain
1. DermaQuest is the owner of and agrees to license to Distributor the use of the Domain, during the Term and in accordance with the provisions of this Agreement. Distributor agrees that all data on or collected through the Domain shall be the property of DermaQuest.
2. DermaQuest agrees to provide Distributor with a full working and open source copy of the Domain. At DermaQuest’s discretion, working files may be updated on a share drive for all distributors to access along with social media banners, new material and promotions. All copy, marketing and promotions for the Domain sought by Distributor shall be submitted to DermaQuest for pre-approval.
3. Distributor shall create a unique log-in credential to each employee of Distributor whose job duties require access to the Domain. Domain credentials shall only be used by the assigned employee. Distributor shall immediately deactivate the Domain credentials of any employee who is terminated or resigns from Distributor, and provide prompt written confirmation thereof to DermaQuest.
4. Distributor agrees that the Domain and its use of the Domain shall comply with all Applicable Laws and regulations.
5. All costs associated with the Domain or its operation, including but not limited to hosting, maintenance, upgrades and security, are the responsibility of Distributor.
Annual Distributor Meetings. Distributor shall attend the annual distributor meeting, of which DermaQuest will provide at least six (6) months’ advance notice. Topics to be discussed at the annual distributor meeting include but are not limited to new treatments, new product development training for a minimum of two (2) days, pricing, sales goals, forecasts, growth and new opportunities. All costs associated with attending the annual distributor meetings shall be exclusively borne by Distributor.

Training and Education
1. New Distributor Training. Within ten (10) days of the Effective Date, DermaQuest and Distributor shall agree on the dates for Distributor to attend a five (5) day training course at DermaQuest’s training facility in Hayward, California. Distributor shall attend this training with an appropriate number of relevant staff. All costs associated with attending the training shall be exclusively borne by Distributor.
2. Educators. To ensure that Distributor has the technical expertise to demonstrate and train all DermaQuest Products, Distributor shall have at least one (1) senior educator certified by the DermaQuest Esthetician-Therapist Program and who has the responsibility to train other staff members of Distributor. Certification is provided upon satisfactory completion of all required seminars at the DermaQuest training facility in Hayward, California. Each educator must be re-certified every two (2) years to comply with this provision. For the convenience of Distributor and at Distributor’s sole expense, DermaQuest may provide the Esthetician-Therapist Program training at Distributor’s location. In the event Distributor’s senior educator(s) departs from Distributor without notice, Distributor shall have ninety (90) days to appoint a replacement senior educator(s) to take on the role and be certified to the Esthetician-Therapist Program. All of Distributor’s educators must have active licenses in the Territory as professional estheticians, cosmetologists, nurse practitioners, registered nurses, and/or physicians and comply with all requirements of the Territory for such professions.
3. Educational Events. Distributor shall conduct educational events for Accounts throughout the year sufficient to maintain proper levels of education about the Products within the Territory. Distributor will utilize and train in accordance with educational materials supplied or approved by DermaQuest. DermaQuest shall have no responsibility for any adverse reactions where approved protocols are not followed.
4. Product Use Restrictions. Distributor understands that Products may not be used with other skin care brands due to the risk of adverse reactions.
5. Technical Assistance. DermaQuest shall provide Distributor with reasonable technical assistance and training for the purpose of training of Distributor's sales force in the use and performance of Products.

Sales Efforts and Marketing
1. Distributor is responsible for marketing and promotional activities in the Territory and for compliance with all Applicable Laws, including, without limitation, laws and regulations regarding Product Registration, health and safety, marketing practices, etc. Distributor represents and warrants that it has obtained all permits, licenses, registrations and other approvals required by every national, local or municipal government or agency, in respect of the performance of Distributor’s obligations under this Agreement.
2. Distributor shall use reasonable endeavors to market, distribute and promote the sale of the Products throughout the Territory and to maximise sales of the Products within the Territory by diligent sales efforts and advertising and by establishing sales teams.
3. Distributor shall undertake such promotion and advertising campaigns and marketing strategies as are necessary to stimulate and promote the sale of the Products in the Territory, including at least three (3) full page advertising annually in a trade publication relevant to the cosmetics and beauty industry. Distributor shall be responsible for the costs of all advertising it undertakes in the Territory. In the event DermaQuest undertakes any advertising in the Territory, Distributor agrees to contribute to the costs on such terms and in such amounts as may be mutually agreed between the Parties.
4. Distributor must maintain the global marketing message and marketing campaigns set by DermaQuest from time to time, and display and/or distribute all marketing material provided by DermaQuest.
5. Testers may be purchased at a fifteen percent (15%) discount. Testers are unboxed and may not be resold.
6. All advertising by Distributor in any medium shall be conducted in a dignified manner that will reflect favorably upon the goodwill and reputation of DermaQuest and shall conform to the highest standards and shall display the Intellectual Property at Section 3 only in a manner approved by DermaQuest.
7. Distributor may develop and produce brochures and other marketing and sales literature (including fliers (for example “Initial Information” fliers), booklets, posters and seasonal promotion material) for the marketing and sale of the Products. Distributor must provide copies of all such sales and marketing material to DermaQuest for written pre-approval at least two (2) weeks prior to the date on which such materials are scheduled for final approval by the Distributor.
8. Distributor shall not publish or distribute any advertising or promotional material in relation to the Products, unless it has obtained DermaQuest’s prior written approval and consent to the material being published or distributed.
9. Unless otherwise agreed by DermaQuest in writing, costs incurred in the preparation of promotional material produced by Distributor pursuant to this clause shall be borne by Distributor.
10. Distributor is solely responsible for promoting sales through the Domain. Distributor shall establish a marketing and information technology team sufficient to service the Domain. Distributor agrees to update and maintain the Domain in accordance to the branding supplied by DermaQuest.

If Distributor participates in any trade shows, it shall make available to DermaQuest a facility at the show in or from which DermaQuest may demonstrate and otherwise promote the Products.
Distributor shall submit proposed marketing and sales plans prior to their implementation pertaining to the launch of a new Product. Distributor shall cooperate with DermaQuest in any advertising or merchandising programs undertaken by DermaQuest with respect to the Products. DermaQuest reserves the right to revoke its approval, in its sole discretion, and Distributor shall then cease the use, of any advertising, marketing and/or sales activities or materials upon notice from DermaQuest. Distributor, if the circumstances permit and subject to any contractual restrictions or limitations (as reasonably determined by DermaQuest), shall be given a reasonable time to exhaust any such materials on hand or in process.

Anti-Diversion Policy.
1. Product Diversion. To the fullest extent permitted by law:
  1. Distributor shall not knowingly sell or distribute Products other than to Accounts that (1) are located in the Territory and (2) will use those Products at locations in the Territory.
  2. Distributor shall use its best efforts to prevent the active sale or distribution by others (including but not limited to Accounts) of Products to unauthorized accounts or accounts outside of the Territory (“Product Diversion”). “Best efforts” under this Section 9 include, but are not limited to, (1) reasonable monitoring of purchase patterns of the Accounts to whom Distributor sells or distributes Products; (2) reasonable monitoring of websites that sell Products in the Territory; (3) unexplained, substantial increases in the volume of any such orders; or (4) any other significant change in such purchase patterns that suggests a possibility of Product Diversion.
2. Batch Codes. DermaQuest tracks all Products to prevent Product Diversion. All Products sold to Distributor are marked with a batch code unique to Distributor. In the event a Product bearing a batch code assigned to Distributor is found to be sold by unapproved accounts or outside the Territory, to the fullest extent permitted by law, DermaQuest reserves the right to issue a warning, suspend or terminate this Agreement or take such other action as it deems fit after a review.
3. Action on Product Diversion. To the fullest extent permitted by law, Distributor shall promptly notify DermaQuest in writing of any incident of suspected Product Diversion and the identities of all persons and entities suspected of involvement in the Product Diversion; and, in the event of a reasonable suspicion of Product Diversion involving an Account, Distributor shall immediately stop selling or distributing Products to that Account until (i) Distributor determines that no Product Diversion occurred or exists and (ii) DermaQuest consents in writing to resumption of sales or other distribution of Products to such Account. Distributor shall promptly notify DermaQuest of any suspicion of Product Diversion and shall immediately take all action reasonably necessary to prevent continuing Product Diversion. Distributor shall use its best efforts to repurchase remaining inventory of its Accounts that knowingly participates in Product Diversion, and to purchase any diverted Products that originated with Distributor.
4. Material Breach. To the fullest extent permitted by law, any willful and knowing breach of the provisions under this Section 9 shall be deemed a material breach of contract and result in the immediate termination of this Agreement upon delivery of written notice to the breaching party. In addition, DermaQuest reserves all rights to seek all additional remedies at law and in equity for any and all diversion of Products.
New Products
1. Distributor agrees to provide its forecast and order of new Products within one (1) month of receipt of samples. In the event Distributor fails to place an order during this time, Distributor shall automatically be invoiced for four (4) cases, which will be shipped no later than one (1) month prior to the global launch.
2. Distributor shall update the Domain to include the new Product no later than one (1) month before the new Product launch.
Term and Termination
1. Term
  1. Initial Term. This Agreement shall commence on the Effective Date and shall continue for a period of five (5) years, unless sooner terminated in accordance with the terms of this Agreement, or unless renewed as set forth below. At DermaQuest’s request, Distributor shall meet with DermaQuest prior to the commencement of year 2 of the Term and again prior to year 3 and, if applicable, prior to each renewal year, to review the provisions of this Agreement and the Parties’ performance thereof.
  2. Renewal Term. Upon expiration of the initial term, this Agreement may renew for up to two (2) additional one-year terms provided that Distributor, during each preceding one-year term, has fully complied with its obligations as set forth herein, including the purchase requirements of Section 13 and further provided that the Parties agree in writing, within thirty (30) days prior to the start of each renewal term, to the annual purchase requirement for the applicable renewal term. Upon request of either Party, the Parties shall review the terms and conditions of the Agreement prior to each renewal term.
2. Termination
  1. Termination with Cause. Either Party may terminate this Agreement immediately by sending the other Party written notice of termination upon the occurrence of any of the following events:
    - The non-terminating Party commits a material or persistent breach of any of its obligations which is incapable of remedy;
    - The non-terminating Party fails to remedy a material default which is capable of remedy, after having been given thirty (30) days’ written notice (pursuant to Section 30(l)) to cure or desist from such breach;
    - The non-terminating Party enters into any compromise or arrangement with its creditors, or convenes any meeting of its creditors, is or becomes unable to pay its debts within the meaning of United States Bankruptcy code, commits any act of bankruptcy or is subject to an order or a resolution for its liquidation, $10, winding up or dissolution (other than for the purposes of amalgamation or reconstruction);
    - The non-terminating Party has a liquidator, receiver, administrator, administrative receiver, or similar officer appointed over any or all or any substantial part of its assets or undertaking; or
    - Sales by Distributor outside the Territory, via the Internet other than through the Domain, or to persons or entities other than Accounts unless otherwise provided in this Agreement, after a warning by DermaQuest.
  2. Waiver of Claims Related to Termination.

To the fullest extent allowed by law, in the event this Agreement is terminated for cause as provided in this Agreement, Distributor waives all rights or protection under any statute, rule or law for compensation or damages from termination of this Agreement or of the distributorship of DermaQuest’s Products as set forth herein. Distributor agrees that Distributor is not, and will not be, integrated into the distribution system of DermaQuest and that Distributor shall operate its own distribution system. The manner and notice of termination of this Agreement for cause are reasonable and that, upon such termination for cause, no payment, compensation or indemnity for loss of goodwill or accounts, anticipated sales or past, present or prospective profits, or because of expenditures, expenses, investments, loss of investments, previous commitments, loss of commitments, employee severance or other matters, or any other damages, compensation, indemnity or loss shall be due to Distributor. Where the Agreement is terminated for cause, DermaQuest shall not be liable to Distributor under any circumstances, whether related to expiration or any other form of termination, or otherwise, and whether based upon contract, law, tort or wrongful act, including, without limitation, gross negligence and willful misconduct, for special, direct, indirect, incidental or consequential damages, including, without limitation, loss of profits or revenues, loss of use of the Products, cost of capital, cost of substitute products, facilities or services or downtime costs, even if informed of the possibility of such damages. Distributor further acknowledges that it has the capacity and staff to comply with this Agreement, and undertakes to bear, if any, upon any termination of this Agreement for cause, all costs and liabilities arising out of labor matters and its relationship with any third parties, including but not limited to customers.

No Waiver of Remedies. In addition to any remedies provided for herein in the event of a breach, both Parties shall, to the extent that recovery is not limited by this Agreement, have the right to seek all other additional remedies provided at law or in equity. Waiver of any breach of this Agreement shall not constitute waiver of any succeeding breach.
Obligations on Termination.
1. Subject to the terms of this Agreement, expiration or termination of this Agreement for any reason will not relieve either Party of any liability or payment obligation or other obligation arising out of this Agreement that has accrued and remains to be performed as of the date of such termination. Unless this Agreement has been terminated due to non-payment for Products, the Parties shall perform their respective obligations under all Product orders accepted, filled and delivered to Distributor by DermaQuest at the time of termination of this Agreement.
2. Immediately upon notice of termination of this Agreement for any reason, the following will apply:
  - Distributor shall cease to be, or represent itself as an authorized DermaQuest Distributor, and shall immediately cease the advertising and sale of DermaQuest’s Products;
  - Distributor shall not act in any way to damage the reputation or goodwill of DermaQuest or any of its Products;
  - Distributor will promptly advise DermaQuest of its Product inventory. Within fifteen (15) days of the date of receipt of such inventory list, DermaQuest may elect to purchase or caused to be purchased all current salable or usable Products and such rejects as DermaQuest shall select or DermaQuest may allow Distributor a set period of time in which to sell salable and usable Products to Accounts. The price for purchase by DermaQuest of any Products will include freight, insurance, consular fees, duties and delivery costs associated with the importation of the Products, and therefore shall be as follows: (a) for current salable products, the actual cost thereof to the Distributor based on the last distributor invoiced price; (b) for rejects arising from defective store returns, improper storage, outdated or discontinued, etc., the scrap or salvage value less twenty-five percent (25%) for handling.
  - Distributor shall promptly deliver to DermaQuest all Confidential Information, educational tools, memoranda and writings relating to DermaQuest’s Products and its distribution processes supplied to Distributor by DermaQuest or any other materials received from DermaQuest in any format, whether paper or electronic, and shall thereafter keep same in the strictest secrecy and shall not make any use thereof, directly or indirectly;
  - Distributor shall transfer any Intellectual Property, and regulatory registrations, certifications or permits in Distributor’s name to DermaQuest;
  - Distributor shall provide DermaQuest with a full and complete list of all Accounts, including contact information for point of contact and sales history, to which Distributor has sold Products during the Term;
  - Distributor shall provide all administrator account login credentials and any other access information for Domain and all DermaQuest social media accounts and cease any use thereof; and
  - Distributor shall cooperate in transferring any inventory or other materials and information to any designee of DermaQuest.
3. Effect of Termination. Termination of this Agreement shall not relieve either Party of any obligations to the other incurred prior to termination. Any termination shall result in the immediate cancellation of any pending Product orders and all amounts owed by Distributor to DermaQuest shall become immediately due and payable without set off. All license grants are for the Agreement term and all licenses expire upon Agreement termination.
4. Pricing, Purchase Requirements, Order and Payment Terms
  1. Pricing and Purchase Requirements
    1. Distributor shall purchase the Products for sale at the prices set forth on Appendix H. DermaQuest may increase prices on ninety (90) days’ written notice to Distributor. DermaQuest establishes suggested retail prices for Products, but the actual prices at which Distributor resells the Products are for Distributor, and Distributor alone, to determine.
    2. Initial Purchase Requirement. Within thirty (30) days of the Effective Date, Distributor shall place an initial order of Products of at least One Hundred Thousand Dollars ($100,000 USD), which shall be paid in full at the time of the order. If the Initial Purchase Requirement is not met, DermaQuest shall have the right, by written notice to Distributor, to immediately terminate this Agreement.

Purchase Requirements.
- During the Term of this Agreement, Distributor shall purchase Products from DermaQuest in an amount equal at the least to the Annual Purchase Requirements set forth in Appendix D (the “Annual Purchase Requirement” or “APR”).
- If the Annual Purchase Requirement is not met, the Parties shall meet in good faith (in person or by videoconferencing) to discuss the reasons for the underachievement and potential for improvement, including but not limited to making up the difference in the subsequent yearly term. To ensure that Distributor remains on target to meet its next Annual Purchase Requirement, Distributor shall thereafter be required to meet with DermaQuest for a six-month review and a nine-month review. Should these review meetings not demonstrate to DermaQuest’s satisfaction that Distributor is on pace to meet its next Annual Purchase Requirement, DermaQuest shall have the right, by written notice to Distributor to either: (a) terminate the Agreement effective upon the end of the then-current yearly term; (b) set new strategies and performance enhancements or (c) convert the exclusive distributorship granted to Distributor to a non-exclusive wholesale account.
- On a periodic basis, no more frequently than yearly, Distributor and DermaQuest may agree on reasonable adjustments to the Annual Purchase Requirement at yearly performance meeting outlining expectation, minimum forecasts MOQs, new products and sales expectation including bonuses and promotions. The Annual Purchase Requirement may be revised in any manner agreed upon by the Parties.

Forecasts. Each September during the Term, Distributor shall provide in good faith a one (1) year forecast of its Product purchases for the following year in light of sales goals and the applicable APR, using the approved DermaQuest forecast template. If there are increases to Product demand in the Territory, Distributor shall provide a revised forecast by no later than May 1 of each year.
Orders.
1. Distributor must order Products through DermaQuest by an order document which may be a purchase order or other order document consistent with DermaQuest's prices to Distributor; except that, effective January 1, 2024, all orders must be placed on Distributor’s client portal on the DermaQuest website. Such order will be binding upon DermaQuest only upon DermaQuest’s acceptance by written confirmation provided that DermaQuest may accept or reject all or part of any order. Any terms in an order document additional to, inconsistent with or in conflict with this Agreement are not accepted by DermaQuest.
2. Orders will only be shipped to Distributor’s authorized storage facility as set forth on Appendix C unless agreed by the Parties in writing

Orders of Thirty Thousand Dollars ($30,000) or less are subject to an administrative fee of Two Hundred Fifty Dollars ($250.00). Orders under Five Thousand Dollars ($5,000) shall incur a picking charge of twenty-five cents ($0.25) per item.

All Product orders must be by the case with units per case as set forth on Appendix G. Requests for smaller quantities are subject to DermaQuest discretion and if granted, a Two and One Half Percent (2.5%) surcharge applied to the entire order.
From time to time, DermaQuest may, in its sole discretion, offer discounts for new product launches, end of line products or other monthly promotions. Discounts are subject to the terms and conditions of the promotion.

Payment Terms; Credit Limit.
1. All orders shall be paid in advance, at the time of order. DermaQuest may elect to provide credit terms for orders no earlier than six (6) months after the Effective Date; if credit terms are provided, they may be subject to limits and Distributor must pay for orders in full within thirty (30) days of the Products being made available at the Delivery Point.
2. All payments must be made in the form of wire transfer. If a credit card payment is made to pay for Products, a three percent (3%) fee will be added to the total cost of the order.

In any given year of the Agreement, if Distributor fails to make timely payment for two (2) invoices, DermaQuest shall provide a written warning. Upon the third unpaid invoice during the year, payment terms and credit limits will be revoked and all future orders must be paid at the time of order.

DermaQuest may shorten or suspend its credit terms, withhold shipments and do all other things as reasonably necessary to protect its interests under this Agreement in the event DermaQuest reasonably determines, in its sole discretion, that Distributor is at risk of defaulting on its payment obligations.

Shipping and Delivery.
1. Ex Works. All sales of Products by DermaQuest are Ex Works DermaQuest’s or its designee's dock (“Delivery Point”). Risk of loss or damage to the Products will pass from DermaQuest to Distributor when the Products are made available to Distributor’s appointed common carrier at the Delivery Point.
2. Insurance. Distributor agrees that it shall cause all shipments to be fully insured to the value of the Products being shipped.
3. Delivery Times. All Products ordered pursuant to accepted purchase orders will be scheduled for delivery in accordance with DermaQuest’s then current and normal delivery times. In the event of delay caused by an act outside of DermaQuest control, as set forth in Section 30(h) hereof, the time for performance hereunder shall be extended by the period of time attributable to the delay.
4. Cost of Import and Taxes. Distributor shall pay all freight, insurance, consular fees, duties and delivery costs and any other amounts payable in connection with exportation, importation and delivery of all Product. Unless as otherwise provided in the Agreement, Distributor agrees to pay any applicable shipping charge, sales, use, tariffs, custom duties and excise, value added, withholding, personal property or similar taxes, as required by law.
Title to Products. Notwithstanding the delivery of and the passing of risk in the Products, or any other provision of this Agreement, it is agreed that Products delivered remain property of DermaQuest, and title to the Products shall not pass to Distributor until DermaQuest has received payment in full of the price of the Products. DermaQuest shall have the authority to retake possession of or sell Products in the event Distributor fails to timely pay for the Products.
Export/Import Laws. From and after Products are delivered to Distributor at the Delivery Point as defined in Section 14 of this Agreement, Distributor shall have full responsibility to ensure the Products are delivered to the Territory and in compliance with all Applicable Laws. Distributor will cooperate in providing proof of delivery to the Territory and/or providing proof of compliance with such laws, rules and regulations as reasonably requested by DermaQuest.
Returns of any Product shall be on such terms at DermaQuest’s discretion, and in accordance with DermaQuest’s return policy as provided in Appendix F of this Agreement. Distributor is obligated to examine any shipment upon receipt and report to DermaQuest any defective Products in compliance with Appendix F. Distributor shall promptly notify the carrier of any shortage or damage.
Compliance with Law
1. General Compliance with Laws. Distributor will comply with all Applicable Laws of any jurisdiction governing the Territory which affect this Agreement and Distributor’s performance pursuant to this Agreement, including all Applicable Laws regarding privacy rights of consumers and data collection through the Domain or otherwise. Distributor will maintain all registrations with governmental agencies, commercial registries, chambers of commerce, or other offices which may be required under any law in order to enable it lawfully to conduct its business and perform its obligations under this Agreement. Distributor shall, at its sole expense, operate its business and maintain its facilities in compliance with all Applicable Laws, including, but not limited to, any applicable immigration, employment, environmental, health and safety laws.
2. Distributor Code of Business Conduct and Ethics. Distributor shall comply with, and will remain in compliance with throughout the Term of this Agreement, DermaQuest’s Distributor Code of Business Conduct and Ethics and such other policies as may be required by DermaQuest distributors and any subsequent amendments thereto throughout the Term of this Agreement.
3. Anti-Bribery and Anti-Corruption Laws. Distributor shall comply with local anti-bribery laws as well as the U.S. Foreign Corrupt Practices Act, Canada’s Corruption of Foreign Public Officials Act, the U.K. Bribery Act, the Brazil Anti-Corruption Law, and the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, if applicable, as well as any other Applicable Laws. If required by DermaQuest, Distributor shall submit to a compliance audit(s). In addition, if requested by DermaQuest, Distributor shall provide full details of its trading activities in relation to its performance under this Agreement, including but not limited to importation into any territories. Distributor shall participate in all relevant compliance training programs at its own cost. In connection with its performance under this Agreement, Distributor shall not directly or indirectly: (i) offer, pay, promise to pay or authorize the payment of any money, gift or other thing of value to any person who is an official, agent, employee, or representative of any government or instrumentality thereof or to any candidate for political or political party office, or to any other person while knowing or having reason to believe that all or any portion of such money, gift or thing of value will be offered, given, or promised, directly or indirectly, to any such official, agent, employee, or representative of any government or political party, political party official or candidate; (ii) offer, promise or give any person working for, or engaged by, DermaQuest a financial or other advantage to (a) induce that person to perform improperly a relevant function or activity, or (b) reward that person for improper performance of a relevant function or activity; or (iii) request, agree to, receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Agreement. Any such offer, payment, promise, authorization, distribution or similar act effected by Distributor shall be considered an incurable, material breach of this Agreement entitling DermaQuest to terminate this Agreement immediately upon discovery of such breach without advance notice to Distributor. Distributor represents and warrants that all third parties engaged by Distributor to perform services related to this Agreement (including but not limited to customs brokers, logistics providers, and similar parties) shall be qualified and reputable, and Distributor shall conduct appropriate vetting of such third parties and shall require that such third parties agree to comply with all legal requirements required of Distributor under this Agreement.
4. Export and Trade Controls.
  1. Distributor is aware of, and covenants and agrees to observe and comply fully with, all Applicable Laws related to export control and economic sanctions of the United States and any jurisdiction governing the Territory which affect this Agreement and Distributor’s performance pursuant to this Agreement, including but not limited to the Export Administration Regulations (“EAR”) (15 C.F.R. Parts 730-774), economic sanctions laws and regulations maintained and implemented by the S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (31 C.F.R. Part 500 et seq. and pursuant to various executive orders and statutes administered by OFAC) and U.S. anti-boycott regulations but specifically excluding any foreign boycotts that the U.S. does not sanction (collectively, “Export and Trade Controls”). OFAC presently maintains lists of sanctions programs at: https://ofac.treasury.gov/sanctions-programs-and-country-information.
  2. Without limiting the generality of the foregoing, Distributor expressly agrees that it shall not export (directly or indirectly), re-export, divert or otherwise transfer Products to any destination, entity or individual restricted or prohibited from receiving such Products by applicable Export and Trade Controls without obtaining all required governmental licenses or other authorizations.

Distributor expressly agrees not to sell, ship or otherwise transfer Products to entities or persons identified on, or owned or controlled by entities or persons identified on, any applicable governmental list of denied or restricted parties, including but not limited to the various restricted-party lists and measures maintained by the U.S. Departments of Commerce, State and Treasury, including but not limited to the Office of Foreign Assets Control’s Specially Designated Nationals (SDN) and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identifications List, the Palestinian Legislative Council List, the List of Foreign Financial Institutions Subject to Correspondent Account or Payable-Through Account Sanctions List, the Non-SDN Menu-Based Sanctions List and the Non-SDN Chinese Military-Industrial Complex Companies List; the Bureau of Industry and Security’s Denied Persons List, Entity List, Unverified List, Military End User List and Military-Intelligence End User List; the Directorate of Defense Trade Controls’ Debarred Parties List; and the Bureau of International Security and Nonproliferation’s Nonproliferation Sanctions Lists; and all similar lists of denied or restricted parties maintained by governments of the Territory as well as those otherwise applicable to Distributor (collectively, “Lists of Restricted Parties”).

Distributor acknowledges that Export and Trade Controls and the Lists of Restricted Parties are frequently updated and that it is Distributor’s responsibility to ensure that it is not engaging with entities or persons subject to trade restrictions and to routinely check the updated Export and Trade Controls and Lists of Restricted Parties.
In no event shall DermaQuest be obligated under this Agreement to take any action or omit to take any action that DermaQuest believes, in good faith and in its sole discretion, would cause it to be in violation of or subject to penalties under Applicable Law, including without limitation, Export and Trade Controls.
In the event DermaQuest concludes, in its sole discretion, that Distributor has failed to meet its obligations herein or Distributor or any Account or Affiliate of Distributor is identified on any applicable Lists of Restricted Parties or is subject to any denial of export privileges, DermaQuest shall be entitled to immediately terminate this Agreement, pursuant to Section 11(b), upon written notice to Distributor.

Social and Environmental Audit. At any time during the Term hereof, with or without notice, DermaQuest or its authorized representatives will have the right to visit Distributor’s facilities to conduct social and environmental audits, which may include a review of the books and records of Distributor, worker interviews and site inspections.

Registration of Product. Should the laws or regulations of the jurisdiction(s) within which Distributor distributes Products require that the Products be registered with, certified or approved by, one or more entities of the government of such jurisdiction(s), such as any Ministry of Health or similar agency, Distributor shall assist DermaQuest with registration in DermaQuest’s name unless required to be in the name of Distributor. In no event shall Distributor undertake any action in relation thereto absent prior written instructions and agreement of DermaQuest hereunder. DermaQuest retains the right, in its sole discretion, to determine which, if any, of such Products to register, certify or approve. At DermaQuest’s request, Distributor shall cooperate with DermaQuest in effecting a transfer of such registrations to DermaQuest or its designees or the cancellation thereof.
Distributor shall maintain, at its own expense both during the Term of this Agreement and for a period of not less than one (1) year after the termination or expiration of this Agreement, adequate insurance coverage pertaining to the distribution of the Products as anticipated under this Agreement. Distributor shall also maintain adequate insurance coverage to cover its inventory of the Products against fire, flood, theft or robbery and any other event it may deem necessary. Distributor shall deliver to DermaQuest upon execution of this Agreement, and each year of the Term, certificates issued by Distributor’s broker or brokers describing in reasonable detail the terms and scope of Distributor’s then-existing insurance coverage.
Confidentiality
1. Confidential Information. The Parties agree to protect the secrecy of, and not to disclose or use, except as permitted herein, Confidential Information. Without limiting the foregoing, the Parties agree to protect the other Party’s Confidential Information at least as well as it protects its own confidential or proprietary information and not to use Confidential Information, except as necessary to exercise the rights granted under this Agreement, nor to disclose Confidential Information. For purposes of this Agreement,” Confidential Information” is defined as information, documents, data or materials:
  1. identified as "confidential" or "proprietary" at the time of disclosure;
  2. confirmed in writing as "confidential" or "proprietary" within a reasonable period of time after disclosure;

that a reasonable person under the circumstances would conclude is confidential given the nature of the information and the circumstances of its disclosure; or

that is agreed in other provisions of this Agreement to be treated as confidential.

Limitations. Confidential Information shall not, however, include any information which:
1. is at the time of disclosure, or subsequently becomes, publicly known and made generally available through no action or inaction of the receiving Party;
2. a Party receives from a third party not under obligation of confidentiality prior to the disclosure by the disclosing Party of such information, as shown by the receiving Party’s records immediately prior to the time of disclosure;

is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by the receiving Party’s records or other competent evidence; or

is required by law to be disclosed by the receiving Party, provided that the receiving Party gives the disclosing Party written notice as promptly as possible under the circumstances of such requirement prior to such disclosure and provides reasonable assistance at the disclosing Party’s reasonable expense in obtaining an order protecting the information from public disclosure.

Warranties
1. DermaQuest Warranties. DermaQuest warrants that to the best of its knowledge, it has the right to license the IP, Domain Names to Distributor.
2. Distributor Warranties. Distributor warrants that it is licensed and able to do business in the Territory and is in good standing in the Territory.
Warranties Disclaimer. To the extent allowed by law and except as otherwise provided herein, DermaQuest makes no warranties regarding the products to distributor and hereby disclaims all warranties, express or implied, including but not limited to the warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement and arising from the course of dealing between the parties or usage of trade.
Indemnification
1. Indemnification by DermaQuest. DermaQuest will defend at its own expense any claim, suit or proceeding brought against Distributor by a third party to the extent it is based on a claim that any original, unaltered Product provided hereunder is defective, or infringes any IP of such third party ("Claim"), provided Distributor promptly notifies DermaQuest in writing of the Claim, gives DermaQuest sole control to settle or contest the Claim and gives DermaQuest reasonable assistance at DermaQuest's expense in settling or contesting the Claim. DermaQuest will indemnify Distributor against any damage, loss, liability or expense finally awarded to third parties against Distributor in such action or agreed to in settlement by DermaQuest. DermaQuest will have no liability for, and no obligation to defend Distributor against, any Claim for use of Products by Distributor outside the scope of this Agreement or the distribution of the Products after DermaQuest's notice to cease such distribution due to the risk of a Claim.
2. Indemnification by Distributor. Distributor will indemnify and defend DermaQuest against damage, loss, liability or expense (including reasonable attorneys' fees) that DermaQuest incurs with respect to a claim by a third party based on, relating to, or arising out of the (i) negligent acts or omissions; (ii) willful misconduct; (iii) misrepresentations, unauthorized warranties, or unauthorized changes to DermaQuest's Products, of Distributor or Distributor’s employees, agents, and/or sub-distributors; or (iv) performance of, or failure to perform, Distributor’s obligations under this Agreement.
Distributor agrees that a violation or threatened violation of a license hereunder may cause irreparable injury to DermaQuest for which injunctive relief may be appropriate, and that DermaQuest is entitled to seek an injunction for same, in addition to all legal remedies.
Exclusion of Indirect Damages

EXCEPT FOR: (a) DermaQuest’s obligation to indemnify distributor for intellectual property infringement as provided herein, (b) any damages arising from a breach of confidentiality obligations by either party or (c) a breach by distributor of a license grant or restrictions as provided herein, to the fullest extent allowed by law, the parties exclude any liability, whether based in contract, tort (including negligence), or any other legal theory, for indirect, consequential (including lost profits), incidental, special or punitive damages of any kind, even if the party has been advised of the possibility of such damages.

Limitation of Liability

Except for: (a) DermaQuesT’s obligation to indemnify distributor for intellectual property infringement as provided herein, (b) any damages arising from a breach of confidentiality obligations by either party or (c) a breach by distributor of a license grant or restrictions as provided herein, to the fullest extent allowed by law, either party's maximum liability to the other for damages arising out of or relating to this agreement, whether based in contract, tort (including negligence), or any other legal theory, will not exceed the amounts paid by distributor for the previous twelve (12) month period. The disclaimers and limitations of liability herein will not be affected if any remedy provided herein fails of its essential purpose.

Books, Records, and Audits
1. Maintenance of Books and Records. Distributor shall keep complete books and records of individuals and entities comprising the Professionals and Establishments purchasing or receiving Products from Distributor, or from Distributor’s sub-distributors, if any, and supplied by DermaQuest under this Agreement.
2. Inspection and Audit. On reasonable notice, DermaQuest may inspect the facility or facilities at which Products are stored. DermaQuest may, upon at least ten (10) days’ prior notice to Distributor, during Distributor’s normal business hours, but not more than once every twelve (12) months and not during the first or last three (3) weeks of any Distributor fiscal quarter, through use of an independent third party auditor, inspect and audit Distributor’s books and records if DermaQuest has a reasonable belief that Distributor is or has been engaged in diversion or Products supplied to Distributor have been or are being diverted.
Affiliates Bound. Distributor shall identify on Appendix E all of its Affiliates involved in any manner with the distribution or marketing of DermaQuest Products, and shall further cause such Affiliates to comply with each term and condition of this Agreement. For purposes of this Agreement, “Affiliates” means Distributor’s parent company, officers, directors, owners, partners, sub-distributors or any person Distributor controls or who controls Distributor. Any changes to Appendix E must be approved by DermaQuest in writing.
General
1. No Conflicting Agreements. Each Party represents and warrants that it has not, and will not, enter into agreements with third parties that will conflict with, hinder, or otherwise adversely affect the purposes of this Agreement.
2. No Agency. Under no circumstances shall Distributor be considered by reason of this Agreement to be an agent of DermaQuest. Nothing in this Agreement places the Parties in the relationship of employer-employee, principal-agent or joint ventures. Neither Party shall have any responsibility or liability of any kind to any subcontractors or third parties providing services to or for the benefit of the other Party. Each Party shall be free to manage and control its business without the management, control or assistance of the other party, except for the requirements of this Agreement. Neither Party will have, nor represent itself to have, any authority to bind the other Party or act on its behalf.
3. No Assignment. This Agreement may not be assigned without the express prior written consent of DermaQuest, which may be withheld in its sole discretion.
4. Entire Agreement. This Agreement and its appendices constitute the entire agreement between the parties concerning the subject matter hereof, superseding and replacing any and all prior and contemporaneous agreements, understandings, offers and communications, whether written, oral, or otherwise between the parties. Unless otherwise specified in this Agreement, the Agreement shall not be modified except by mutual written agreement signed by the authorized representatives of Distributor and DermaQuest.
5. Interpretation. Headings used in this Agreement are provided for convenience only and shall not in any way affect the meaning or interpretation hereof. In the event that the interpretation of this Agreement or any part thereof is at issue, it is understood and agreed that both DermaQuest and Distributor are deemed to have drafted this Agreement.
6. Compliance with Laws; Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid under any applicable statute, rule or law, the Parties agree that such invalidity shall not affect the validity of the remaining provisions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision. The Parties intend for this Agreement and their rights and obligations under it to comply with the law of every jurisdiction applicable to it. To the extent any term, condition or provision violates or potentially violates the law of any applicable jurisdiction the Parties intend that the term, condition, or provision shall be if possible interpreted to eliminate any such violation of law. If one or more provisions of this Agreement are found by a court, arbitrator or any governmental authority with competent jurisdiction over the Parties hereto to be illegal, invalid or unenforceable, in whole or in part, the remaining terms and provisions of this Agreement shall remain in full force and effect disregarding such illegal, invalid or unenforceable portion and such court, arbitrator or governmental authority shall be empowered to modify such illegal, invalid or unenforceable provision to the extent necessary to make this Agreement enforceable in accordance with the intent and purposes of the Parties expressed in this Agreement to the fullest extent practicable and as permitted by Applicable Law.
7. Waiver. A waiver of a breach or default or a failure to enforce compliance with an Agreement term shall not be a waiver of any other breach or default, nor constitute waiver of any right under any such term or condition, unless accompanied by a clear written statement that such breach, default, term or condition is waived.
8. Force Majeure. Neither Party will be responsible for any failure to perform due to causes beyond its reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, pandemics, riots, embargoes, terrorist acts, acts of civil or military authorities, disruptions in the flow of data to or from networks, denial of or delays in processing of export license applications, accidents, strikes, pandemics, fuel crises or power outages.
9. Survival of Terms. Those terms of this Agreement relating to licensing, infringement liability, confidentiality, and express warranties, as well as those representations, warranties, terms and covenants in this Agreement which by their nature or context should survive any termination, shall survive any termination of this Agreement.
10. Governing Law. This Agreement is governed by the laws of the State of Delaware, USA, exclusive of its choice of law rules. Pursuant to Article 6 of the United Nations Convention on Contracts for the International Sale of Goods (“UN CISG”), the Parties agree that the UN CISG shall not apply to this Agreement.
11. Arbitration. The Parties to this Agreement agree that any claim, controversy or dispute arising under or relating to this Agreement or its breach shall be exclusively determined by arbitration in the English language before a single arbitrator administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules in Alameda County, California, USA, and agree to waive the right to proceed in any other jurisdiction or forum.
12. Notices. Any notice or communication required by the terms of this Agreement shall be reduced to writing and may be served personally or by overnight mail, email or facsimile and deemed effective upon receipt provided a copy thereof is sent by Certified Mail, Return Receipt Requested or receipted courier service. All notices shall be sent to the Parties at the address first written above to the attention of the individuals who have signed this Agreement or the President, or to such other address as such Party shall have notified the other in writing.
13. Counterparts. This Agreement may be executed in any number of multiple counterparts (and may be delivered by facsimile), each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on all Parties hereto.

The Parties agree as set forth herein.

	DERMAQUEST LLC
By:
Its:	Sam Dhatt
	Chief Executive Officer

	DISTRIBUTOR
	_______________
By:
Its:	______________
	______________

APPENDIX A

DOMAIN

_____________________

APPENDIX B

PRODUCT LIST

All Products manufactured and distributed by DermaQuest as of the Effective Date.

ESSENTIALS – Balancing
B5 Moisture Matte	DQ00210
Essential B5 Hydrating Serum	DQ01710
Essential B5 Hydrating Serum - PROFESSIONAL SIZE	DQ01740
Essential Daily Cleanser	DQ01860
Essential Daily Cleanser - PROFESSIONAL SIZE	DQ018160
Essential Moisturizer - Now with Blue Light	DQ01920BL
Essential Moisturizer - Now with Blue Light -PRO SIZE	DQ01940BL
Solar Moisturizer SPF 30 - Now with Blue Light	DQ05320BL
Stem Cell Rebuilding Complex	DQ06110
Stem Cell Rebuilding Complex - PROFESSIONAL SIZE	DQ06140
Youth Protection SPF 30 - Now with Blue Light	DQ06620BL
Youth Protection SPF 30 - Now with Blue Light - PRO SIZE	DQ06640BL
SheerZinc SPF 30 - Now with Blue Light	DQ06720BL
SheerZinc SPF 30 - Now with Blue Light - PRO SIZE	DQ06740BL
SheerZinc SPF 30 Tinted - Nude - Now with Blue Light	DQ06820BL
SheerZinc SPF 30 Tinted - Sunkissed - Now with Blue Light	DQ06920BL
SheerZinc SPF 30 Tinted - Tan - Now with Blue Light	DQ07020BL
PEPTIDE VITALITY - Moderate Aging
Nourishing Peptide Rich	DQ03320
Nourishing Peptide Cream -NEW SIZE!	DQ03420
Peptide Eye Firming Serum	DQ03505
Peptide Glyco Cleanser	DQ03660
Peptide Glyco Cleanser - PROFESSIONAL SIZE	DQ036160
Peptide Line Corrector	DQ03710
Retinol Peptide Youth Serum	DQ04510
SunArmor SPF 50 - Now with Blue Light	DQ06220BL
DERMACLEAR - Anti-Acne
DermaClear BHA Cleanser	DQ01060
DermaClear BHA Cleanser - PROFESSIONAL SIZE	DQ010160
DermaClear Cleanser	DQ01160
DermaClear Cleanser - PROFESSIONAL SIZE	DQ011160
DermaClear Mask	DQ01220
DermaClear Mask - PROFESSIONAL SIZE	DQ01240
DermaClear Pads	DQ01340
DermaClear Serum	DQ01410
Dermaclear BHA Spot Treatment (UK ONLY)	DQUK09001
Purity Cleanser Level I	DQ07860
Purity Cleanser Level II	DQ07760
	Item #
C INFUSION - Anti -Oxidant Protection
C Infusion Serum	DQ00310
C Infusion Cleanser	DQ00460
C Infusion Cleanser - PROFESSIONAL SIZE	DQ004160
C Infusion Eye Cream	DQ00505
C Infusion TX Mask	DQ00620
C Infusion TX Mask - PROFESSIONAL SIZE	DQ00640
SKINBRITE - Hyper Pigmentation / Brightening- Now with Shiitake Mushroom
SkinBrite Facial Cleanser	DQ08860
GlycoBrite Hand and Body Lotion	DQ08960
EyeBrite	DQ02005
Retinol Brightening Serum	DQ04410
SkinBrite Cream	DQ04920
SkinBrite Serum	DQ05110
SENSITIZED – Delicate
Delicate Cleansing Cream	DQ00760
Delicate Cleansing Cream - PROFESSIONAL SIZE	DQ007160
Delicate Daily Moisturizer	DQ00810
Delicate Soothing Serum	DQ00910
Delicate Soothing Serum - PROFESSIONAL SIZE	DQ00940
Retinaldehyde Renewal Cream	DQ08310
STEM CELL 3D - *Advanced Aging*
Stem Cell 3D Body Crème	DQ054460
Stem Cell 3D Complex	DQ05510
Stem Cell 3D EyeLift	DQ05605
Stem Cell 3D Facial Cleanser	DQ05760
Stem Cell 3D HydraFirm	DQ05810
Stem Cell 3D Lip Enhancer	DQ05920
Stem Cell 3D Tinted Moisturizer - Now with Blue Light	DQ06020BL
ADVANCED THERAPY - Redifine & Boost
Algae Polishing Scrub - also available for retail sale	DQ00140
B3 Youth Serum	DQ08710
Glyco Gel Cleanser	DQ07460
Glyco Gel Cleanser - PROFESSIONAL SIZE	DQ074160
Hydrating Gel Mask - prof size available in Professional Facial Therapy	DQ02620
Mini Pumpkin Mask	DQ03020
Mini Pumpkin Mask - PROFESSIONAL SIZE	DQ03040
Perfecting Primer	DQ03810
Radiant Facial Oil	DQ07110
Retexture Serum	DQ07310
Universal Cleansing Oil	DQ07260
CBD - Pain Management
CBD Pain Relief Cream	DQ09920CBD
CBD Replenishing Eye Cream	DQ10505 CBD
CBD Blue Light Defense SPF 30	DQ10320 CBD
CBD Blue Light Defense Moisturizer	DQ10020 CBD
CBD Healing Balm	DQ10210 CBD
CBD Therapeutic Massage Cream	DQ10880 CBD
CBD Daily Elixir I - 500 mg - SpearMint	DQ10110 CBD
CBD Daily Elixir II - 1000 mg - SpearMint	DQ10410 CBD
CBD Sleep Elixir I - 500 mg - Vanilla	DQ10610 CBD
CBD Sleep Elixir II - 1000 mg - Vanilla	DQ10710 CBD
KITS - ( Kits price are FIXED and cannot be added to any other discounts)
Essential Starter Kit	DQESSENTIALKIT
Essentials Cleanser 2 oz; Essential B5 0.5 oz; Essentials Moisture 1 oz; Shear Zinc SPF 30 1 oz.
Radiant Skin Kit	DQRADIANTKIT
C Infusion Cleanser 2 oz; C Infusion Serum 0.5 oz; Essential B5 0.5 oz; Youth Protection SPF 30 1 oz.
Acne Management Kit	DQACNEKIT
DermaClear Cleanser 2 oz; DermaClear Serum 0.5 oz; B5 Matte 0.5 oz; Sheer Zinc SPF 30 1 oz
Age Defense Kit	DQAGEKIT
Peptide Glyco Cleanser 2 oz; Essential B5 0.5 oz; Nourishing Peptide Rich 1 oz; SunArmor SPF 50 1 oz.
Pigment Control Kit	DQPIGMENTKIT
SkinBrite Cleanser 2 oz; SkinBrite Cream 0.5 oz; Essential B5 1 oz; Youth Protection SPF 30 1 oz.
Beauty Enhance Kit	DQBEAUTYKIT
Algae Polishing Scrub 1 oz; Essential B5 Hydrating Serum 0.5 oz; Perfecting Primer 0.5 oz; Universal Cleansing Oil 2 oz.
Men's Kit	DQMENSKIT
C Infusion Cleanser 2 oz; Stem Cell Rebuilding Complex 0.5 oz; Essential Moisturizer 1 oz; SheerZinc SPF 30 1 oz.
Gift & Glow Skin Kit	DQGIFT&GLOWKIT
SkinBrite Facial Cleanser 2 oz, Essential B5 Hydrating Serum 0.5 oz, C Infusion Serum 0.5 oz, SkinBrite Cream 1 oz.
PROFESSIONAL - FACIAL THERAPY
Hydrating Gel Mask - retail size available in Advanced Therapy Collection	DQ02640
Firming Enzyme Activator	DQ021120
Firming Enzyme Powder	DQ022490
Winter Cranberry Mask 2oz - Limited Edition - New Size!	DQ08020
Winter Cranberry Mask 4oz - Professional -Limited Edition	DQ08040
Summer Papaya Mask 2 oz - Limited Edition - New Size!	DQ08220
Summer Papaya Mask 4 oz	DQ07940
Stem Cell 3D Masque	DQ08640
PROFESSIONAL RESURFACERS
Glycolic Acid Resurfacer Level I	DQ02440
Glycolic Acid Resurfacer Level II	DQ02540
Lactic Acid Resurfacer	DQ02840
MangoBrite Resurfacer	DQ02940
Power Peptide Resurfacer	DQ04040
Power Pumpkin Resurfacer	DQ04140
Primary Pumpkin Resurfacer	DQ04240
Salicylic Acid Resurfacer	DQ04640
	Item #
PROFESSIONAL PEELS
Modified Jessner's	DQ03120
SkinBrite Peel	DQ05020
TCA/Salicylic Acid Peel	DQ06320
C Infusion Peel - New Packaging (In box)	DQ08440
Hibiscus Flower Mandelic Peel	DQ08540
PHYSICIAN ONLY PEELS
Physician Glycolic Acid Peel	DQ02320
Physician Salicylic Acid Peel	DQ04820
PROFESSIONAL PRE & POST TREATMENT
DermaPrime	DQ01640
Hydrating Mist Toner - also available for retail sale	DQ02740
Neutralizing Solution	DQ03240
On-The-Go Finishing Powder SPF 30 - also available for retail sale	FDQS12201
Post Laser Balm	CLCDQ01120
Post Laser Balm	CLCDQ01140
Retinol Solution	DQ04340
Salicylic Prep Solution	DQ04740
SkinBrite Solution	DQ05220
Therapeutic Massage Cream	DQ064160
DermaMinerals Eye Makeup Remover	FDQS15640
TREATMENT ROOM
Fan Brush	MKINV17

APPENDIX C

AUTHORIZED TERRITORY

__________

AUTHORIZED STORAGE FACILITY

APPENDIX D

ANNUAL PURCHASE REQUIREMENTS

Distributor shall purchase at least $ XXX USD from DermaQuest in the first year of the Agreement. Thereafter year 2 at least $ YYY USD purchased from DermaQuest. Distributor’s Annual Purchase Requirements (“APR”) thereafter will be the Target below or 10% above actual purchases in the immediately preceding year, whichever is higher. However calculated (whether set from the Target or the formulas above) the APR for any year of the initial term shall not exceed $ ZZZ USD without the mutual consent of the Parties prior to year. For example, if Distributor’s actual purchases in Year 2 are $4,000,000 USD, then its APR in Year 5 would be $ ZZZ USD unless otherwise agreed by the Parties, because 10% growth above $4,000,000 USD would exceed the $ZZZ USD cap. Should Distributor not meet its APR in any year, then the Parties shall act in accordance with the provisions of Section 13(a)(iii)(2) of this Agreement.

Initial Term APR

Year 1: $ USD

Year 2: $ USD

Year 3: $ USD

Renewal Term (if applicable)

Year 4: To be agreed by both DermaQuest and Distributor prior to renewal

Year 5: To be agreed by both DermaQuest and Distributor prior to renewal

APPENDIX E

AFFILIATES

____________

APPENDIX F

DERMAQUEST RETURN POLICY

DermaQuest would like to thank you for your continued support; we are dedicated to providing you and your business with the highest quality professional skincare. In the event you are unsatisfied with your order or an error in shipping, there are a few important things to keep in mind when returning a product purchased from DermaQuest.

Your business is important and we would like to give you 100% of our attention in dealing with these matters. To discuss, please call DermaQuest at (800) 813-8100 Monday to Friday from 8:00 am to 4:30 pm PST or email your dedicated customer relations specialist.

Return Policy

DermaQuest must approve all returns. Unauthorized returns and exchanges will be shipped back at the customer’s expense.
Refunds will be issued in the form of account credit.
Shipping & Handling fees are non-refundable.
Replacements will be shipped with the customer’s next order.
Non-exchangeable or non-refundable items include: discontinued items and returns due to color, texture, aroma, or sensation from active ingredients.

Incorrect order shipped by DermaQuest: If you receive an item in error, contact DermaQuest within 72 hours of the delivery date.

Incorrect order placed by customer: A 20% restocking fee will be charged unless DermaQuest is informed within 72 hours of the delivery date. Customer is responsible for all costs incurred for the return and replacement. Failure to return the incorrect product in its original condition will result in a charge to your account.

Product with Defective Packaging: Returns due to defective packaging are eligible for a credit or exchange only. A replacement will be sent with the next order if the returned product is 100% full. Credit will only be issued after the product is received and investigation is completed by DermaQuest.

How to Return an Item

Before returning any item, please contact DermaQuest at (800) 813-8100 Monday to Friday from 8:00 am to 4:30 pm PST or email your dedicated customer relations specialist to obtain a Return Material Authorization (RMA) Number and return shipping instructions. Every return must have an RMA Number in order to be accepted. We will need the following information to issue an RMA Number:

- Business Name

- Contact Person

- Phone Number

- Email

- Invoice Number

- Invoice Date

- Item Name

- Quantity of product(s) being returned

- Reason for Return

After receiving your RMA Number and return shipping instructions, please follow the instructions below:

Pack the item securely in its original product packaging.
Include a copy of the invoice.
Write the RMA number on the box
Send your return to:

DermaQuest

Attention: Returns Department

30911 Wiegman Road

Hayward, CA 94544 USA

APPENDIX G

UNITS PER CASE

Size	Units per Case
0.17 oz	25
0.5 oz	64
1 oz	64
2 oz	49
4 oz Tube	8
4 oz Bottle	12
4 oz Pads	48
4 oz Algae	48
6 oz	49

APPENDIX H

PRICE LIST

Distribution Agreement

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