resqme DISTRIBUTION AGREEMENT THIS AGREEMENT is entered into, by and between INNOVATION DISTRIBUTING, INC. dba resqme, a California Corporation, with its principal office located at 718 E. Mason Street, Santa Barbara, CA 93103 (“Company”) And “Contracting Party”. WHEREAS, Company is the exclusive worldwide distributor, manufacturer and holder of the intellectual property rights for the resqme™, a key chain sized vehicle escape safety device, which is currently available in various colors (the “Product”); and WHEREAS, Contracting Party refers to any Agent, Distributor, Importer, Manufacturer, Retailer, Wholesaler, Online Merchant, Sales Representative, Company Services Agent, Promotional Agent, Dealer and any other related category. Your agreement to this document signifies agreement to all general sections, and the individual sections that pertain to your particular role as Contracting Party. NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1) RIGHTS GRANTED a) EXCLUSIVE DISTRIBUTOR i) Company hereby grants to Contracting Party an exclusive license to sell and market the Product within the Territory (as defined in Section 2, below) during the Term (as defined in Section 3, below), provided that the Minimum Sale Requirements, if any, (as defined in Section 12, below) are met by Contracting Party. In the event that the Minimum Sale Requirements are required and not met by the Contracting Party, during any Fiscal Quarter, Company shall retain a limited, non-transferrable, right to sell and market the Product, in any manner it deems fit, within the Territory during the subsequent Fiscal Quarter. ii) Contracting Party shall have no rights outside of the Territory and any actions taken outside of the Territory shall be deemed a breach of this Agreement. Contracting Party agrees that in the event Contracting Party breaches or threatens to breach the provisions of this paragraph, such breach or threatened breach would cause irreparable harm to Company, and Company would be entitled to injunctive and other equitable relief, in addition to any other right or remedy available, to prevent such breach or 1 to remedy an actual breach. No bond or other security shall be required in obtaining such equitable relief. iii) The relationship between parties is and shall remain that of licensor and licensee as well as seller and purchaser. Contracting Party is not and shall not purport to be the legal representative or agent of Company for any purpose whatsoever and shall have no right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name or on behalf of Company. b) NONEXCLUSIVE DISTRIBUTOR i) Company hereby grants to Contracting Party a non-exclusive license to sell and market the Product within the Territory (as defined in Section 2, below) during the Term (as defined in Section 3, below), within the following markets: ii) (1) (2) (3) (4) All that apply, as follows: Direct sales to customers Retail (Hardware stores, Drugstores, Specialty stores) Promotional (Corporate gifts, Advertising gifts) Public safety (Fire Departments, Police, Paramedics, Government, Defense) (5) Community Associations (Foundations, Fundraising) (6) OEM (Car manufacturers, etc.) (7) Any and all markets, including those listed above. iii) Contracting Party shall have no rights outside of the Territory and any actions taken outside of the Territory shall be deemed a breach of this Agreement. Contracting Party agrees that in the event Contracting Party breaches or threatens to breach the provisions of this paragraph, such breach or threatened breach would cause irreparable harm to Company, and Company would be entitled to injunctive and other equitable relief, in addition to any other right or remedy available, to prevent such breach or to remedy an actual breach. No bond or other security shall be required in obtaining such equitable relief. iv) The relationship between parties is and shall remain that of licensor and licensee as well as seller and purchaser. Contracting Party is not and shall not purport to be the legal representative or agent of Company for any purpose whatsoever and shall have no right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name or on behalf of Company. c) PROMOTIOANL DISTRIBUTOR 2 i) Company hereby grants to Contracting Party a non-exclusive license to sell and market the Product within the Territory (as defined in Section 2, below) during the Term (as defined in Section 3, below), directly to its customers and/or members. ii) Contracting Party shall have no rights outside of the Territory and any actions taken outside of the Territory shall be deemed a breach of this Agreement. Contracting Party agrees that in the event Contracting Party breaches or threatens to breach the provisions of this paragraph, such breach or threatened breach would cause irreparable harm to Company, and Company would be entitled to injunctive and other equitable relief, in addition to any other right or remedy available, to prevent such breach or to remedy an actual breach. No bond or other security shall be required in obtaining such equitable relief. iii) The relationship between parties is and shall remain that of licensor and licensee as well as seller and purchaser. Contracting Party is not and shall not purport to be the legal representative or agent of Company for any purpose whatsoever and shall have no right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name or on behalf of Company. 2) TERRITORY For Contracting Party’s Company approved Territory, Market or Country, the following applies: a) Contracting Party shall not be permitted to sell or promote the Product via the Internet within the Territory, without Company’s express written prior approval. b) Contracting Party shall not be permitted to sell or promote the Product within the any locations, to which others have been granted Exclusive rights. 3) TERM This Agreement shall become effective on the date signed and shall continue for a period of one year, upon approval. years (the “Initial Period”). Thereafter, this agreement shall automatically renew annually (the “Renewal Period(s)”) (collectively the “Term”). 4) TERMINATION a) The agreement may be terminated by either party, at any time, upon ninety (90) days written notice during the Term, or by sending a written notice no later than thirty (30) days prior to the conclusion of the Initial Period or any Renewal Period clearly stating the intent not to renew. b) Company may also terminate this Agreement with immediate effect by giving 3 written notice to Contracting Party in the event that (a) a transfer of 50% or more of the voting power in Contracting Party takes place, or if Contracting Party is involved in a merger or is divided into different entities; (b) an attachment is made or execution levied on a substantial part of Contracting Party’s assets and is not released or discharged within 15 days; (c) Contracting Party enters into a compromise or arrangement with its creditors for the settlement of its debts, whether or not pursuant to a statutory scheme; (d) Contracting Party is dissolved or its business is transferred in whole or in part, liquidated, wound up, discontinued, or relocated abroad, or a decision is taken in this respect; (e) Contracting Party becomes the subject of any proceeding under the applicable laws of any jurisdiction regarding bankruptcy, insolvency, reorganization, adjustment of debts or other forms of relief for debtors or has a receiver, trustee, liquidator, assignee, custodian or similar official appointed for it or for any substantial part of its property; (f) Contracting Party shall fail to meet the Minimum Sale Requirements for two (2) consecutive Fiscal Quarters. 5) EFFECT OF TERMINATION a) Upon Termination: i) All indebtedness of Contracting Party to Company shall become immediately due and payable on the day of termination; ii) Company shall have the right, but not the obligation, to buy back from Contracting Party, and thereafter sell, all or part of the Products the latter has in stock at the landed cost price originally paid by Contracting Party. Products not so repurchased by Company may be sold by Contracting Party for a period of 3 months from the day of termination, subject always to the relevant provisions of this Agreement which provisions shall survive the term of this Agreement for that purpose. iii) Contracting Party shall cease the use of Company’s IP (as defined in Section 18, below), except for the sole purpose of selling its remaining stock of Products. iv) Contracting Party shall to the best of its ability avoid and/or limit any damage arising from the termination of the Agreement. v) Company may, at its election, refuse to accept any new orders after the date on which notice of termination is given. 6) PRICES AND PROCESS FOR PURCHASE a) Contracting Party shall be entitled to purchase from Company inventory at a price per “Unit” as authorized and defined by the company. 4 b) Prices shall be fixed during the Initial Period, subject to extraordinary “force majeure” circumstances. Thereafter, prices shall escalate at a rate of 3.5% annually. Company may, at its sole discretion, waive any annual escalation. Any waiver made shall be final and shall not retroactively be added into any future escalation. c) All amounts due shall be payable by check, money order or wire, in US Dollars, Euro or any currency authorized by the company and shall be free and clear of all deductions or withholdings on account of tax or otherwise unless the law requires a deduction or withholding to be made. If a deduction or withholding is so required the Contracting Party will pay such additional amount as will ensure that the net amount Company receives equals the full amount which it would have received had the deduction or withholding not been required. Amounts expressed in this Agreement as being payable by Contracting Party are expressed exclusive of any applicable value added tax, sales tax or their equivalent in the Territory or in any part thereof. Any taxes shall be borne by the party which is subject to such taxes. d) All orders by Contracting Party shall be confirmed in writing by Purchase Order, shall be irreversible and shall be subject to acceptance by Company. e) Title to the Product shall not pass from Company to Contracting Party until Contracting Party has fulfilled all its current obligations under any and all contracts with Company and/or has settled all claims arising from the breach by Contracting Party of its obligations under such contracts. f) Company shall retain a security interest in any unpaid for Product, which Contracting Party holds in inventory, and in the Accounts Receivable of Contracting Party, up to the amount of any indebtedness to Company. Company may take any means necessary, and Contracting Party shall cooperate as necessary, to perfect such interest. g) Contracting Party will place orders for the Product in a form and manner prescribed by Company, from time to time. h) All purchases will be FOB Factory and legal title to the Products sold hereunder, and all risk of loss, will pass from Company to Contracting Party, when the Products are delivered to Contracting Party at Company’s factory or placed in the custody of a common carrier at that location. i) Contracting Party may use its discretion in setting the actual retail price, provided it is targeted to maximize the price as reasonable for the Territory. 7) INSPECTION OF ORDERS a) Contracting Party shall have fifteen (15) days from “Receipt” of Product to inspect an order and to notify Company of any defects or deficiencies therein. “Receipt” shall be considered the time at which the common carrier releases the 5 Product to the Contracting Party. Upon notice, Company shall have seven (7) business days therefrom to determine, in its own discretion whether to replace the defective or missing Units or to credit Contracting Party’s account. Company may require the return, at Company’s expense, examples of the defective Units, so that it may determine the validity of Contracting Party’s complaints and/or to investigate and rectify any problems with the Product. The return of any Units shall not effect the status of Contracting Party’s Minimum Purchase Requirements. 8) LICENSE FEES a) EXCLUSIVE DISTRIBUTOR i) In consideration of the marketing rights, use of Company’s IP, and other special rights granted hereunder, Contracting Party shall pay Company a license fee as defined and approved by the company. b) NON- EXCLUSIVE DISTRIBUTOR i) In consideration of the marketing rights, use of Company’s IP, and other special rights granted hereunder, Contracting Party may pay Company a bi-annual license fee of as defined and approved by the company. c) PROMOTIONAL DISTRIBUTOR i) None. 9) PAYMENT a) Payment of no less than 50% and up to 100% of purchase price shall be due upon time of order. Any remaining balance shall be due within 15 days after the date of the companies invoice. Company may impose a late payment charge of one percent (1.5%) per month on any overdue unpaid balances. b) A letter of credit may be required for any late or missed payments. 10) RESPONSIBILITIES OF DISTRIBUTOR a) EXCLUSIVE AND NON-EXCLUSIVE DISTRIBUTOR i) Throughout the Term of this Agreement, at its expense, Contracting Party will: (1) use its best efforts to promote the sale of the Products within the Territory, to increase the volume of such sales, and to develop and increase the market for the Products; 6 (2) establish and maintain markets and organizations for the marketing, sale and distribution of the Products within the Territory; (3) conduct Product knowledge and sales training for its personnel as necessary or appropriate to carry out its obligations under this Agreement; (4) maintain facilities and personnel adequate to discharge its responsibilities under this Agreement; (5) maintain reasonable inventory of Product for the prompt filling of orders from customers; (6) exert its best efforts to preserve and maintain the quality of the Product by, e.g. storing them properly; (7) maintain good relationships with customers; (8) conduct advertising and marketing of the Products, in appropriate venues and media, to the extent reasonably necessary to discharge its responsibilities under this Agreement; (9) prepare and maintain adequate sales and other promotional literature concerning the Products and distribute such materials to customers and potential customers in the Territory; (10) attend and participate in trade shows and exhibits held within the Territory to the extent reasonably necessary to promote the sales of the Products in the Territory; (11) at such intervals as Company will designate, furnish to Company any and all reports and information reasonably requested by it relating to all sales, orders booked, inquiries received and other activities of Contracting Party under this Agreement; (12) obtain any and all government approvals necessary for the import and sale of the Products in the Territory; and (13) perform any and all other acts reasonably necessary or desirable to fulfill its obligations under this Agreement. ii) For purposes of clarity, included in (11) above, shall be the following specific requirements: 7 (a) Contracting Party shall furnish Company annually with a list of all agents, retailers, resellers and other persons or entities engaged by Contracting Party in marketing the Products in the Territory. (b) Contracting Party shall report to Company monthly on the sale of the Products and shall provide revolving up-dates of the order forecasts specified by type of distribution channel. Contracting Party shall at the request of Company report to the latter on the activities of competitors, the overall state of the market, and Contracting Party’s general financial condition including, without limitation, the submission of its annual accounts including balance sheet and profit and loss statements, inventory lists and all other relevant documents. iii) For purposes of clarity, included in (8) and (9) above, shall be the following specific requirements: (a) Contracting Party shall create/prepare any and all marketing materials reasonably necessary for the effective sale of the Product in the Territory and shall present all such marketing materials to Company for prior approval. b) PROMOTIONAL DISTRIBUTOR i) Throughout the Term of this Agreement, at its expense, Contracting Party will: (1) use its best efforts to promote the sale of the Products within the Territory; (2) conduct Product knowledge and sales training for its personnel as necessary or appropriate to carry out its obligations under this Agreement; (3) maintain reasonable inventory of Product for the prompt filling of orders from customers; (4) exert its best efforts to preserve and maintain the quality of the Product by, e.g. storing them properly; (5) conduct advertising and marketing of the Products, in appropriate venues and media, to the extent reasonably necessary to discharge its responsibilities under this Agreement; (6) obtain any and all government approvals necessary for the import and sale of the Products in the Territory; and perform any and all other acts reasonably necessary or desirable to fulfill its obligations under this Agreement 8 11) MINIMUM ORDER REQUIREMENTS a) Contracting Party agrees to order a minimum quantity of units which will be defined by the company. b) At the beginning of each year, Contracting Party must provide Company with an estimated order schedule, which includes their anticipated orders amounts and dates for the upcoming year. c) Two months prior to the end of the year, Company will calculate, and automatically invoice and ship, any amounts unordered under this clause needed to fulfill Contracting Party’s minimum order requirements hereunder. d) Minimums shall be subject to review annually. 12) MINIMUM SALE REQUIREMENTS a) Contracting Party agrees to sell a minimum quantity of units as defined by the Company. 13) MARKING AND LABELING a) Contracting Party will inform Company at least ninety (90) days before placement of any order for Product if the Product must be marked or labeled, together with the details of the marking or label, in any way to comply with import or other laws applicable to the import or sale of the Product within the Territory. Company has no independent obligation to determine what marking or labeling may be required by applicable laws and regulations of the Territory. Company may in its discretion include the additional cost of any such marking or labeling in the price for the Products charged to Contracting Party. 14) RECORD KEEPING REQUIREMENTS AND AUDIT RIGHTS a) Contracting Party shall keep detailed and correct records of all information which is or which might be required in order to calculate any amount due under this Agreement. b) Company shall have the right, at any time, at its own expense, to have an independent certified public accountant inspect the financial records of Contracting Party, as related to payments made hereunder. In the event that an underpayment discrepancy greater than 1% is discovered, Company shall be entitled to reimbursement for the costs of the audit. 15) INSURANCE 9 a) EXCLUSIVE DISTRIBUTOR i) Contracting Party and Company shall each maintain in effect a general liability and broad form vendor’s liability (product liability) insurance policy or policies with limits of not less than One Million Dollars ($1,000,000) per occurrence, Two million Dollars ($2,000,000) general aggregate, which policy or policy shall insure and protect both Contracting Party and Company against any and all claims for injury or damage including, without limitation damages and claims for bodily injury, wrongful death and property damage arising or claimed to have arisen out of or relating to any Product sold by either Party under this Agreement. ii) Each party shall provide the other with such certificate within ten (10) days after the commencement of the Initial Term and within ten (10) days after each renewal date of such policy or policies. b) NON-EXCLUSIVE DISTRIBUTOR AND PROMOTIONAL DISTRIBUTOR i) Company shall maintain in effect a general liability and broad form vendor’s liability (product liability) insurance policy or policies with limits of not less than One Million Dollars ($1,000,000) per occurrence, Two million Dollars ($2,000,000) general aggregate, which policy or policy shall insure and protect both Contracting Party and Company against any and all claims for injury or damage including, without limitation damages and claims for bodily injury, wrongful death and property damage arising or claimed to have arisen out of or relating to any Product sold by either Party under this Agreement. Company does not provide certificates for non-exclusive distributors. Non-exclusive distributors will be added as additional insured upon request only. ii) Contracting Party shall maintain in effect a general liability and broad form vendor’s liability (product liability) insurance policy or policies with limits of not less than One Million Dollars ($1,000,000) per occurrence, Two million Dollars ($2,000,000) general aggregate, which policy or policy shall insure and protect both Contracting Party and Company against any and all claims for injury or damage including, without limitation damages and claims for bodily injury, wrongful death and property damage arising or claimed to have arisen out of or relating to any Product sold by Contracting Party under this Agreement. Contracting Party shall be required to add Company as an additional insured upon execution of this agreement. iii) If insurance is required, the insured party shall provide the other with such certificate within ten (10) days after the commencement of the Initial 10 Term and within ten (10) days after each renewal date of such policy or policies. 16) REPRESENTATIONS AND WARRANTIES a) Contracting Party hereby represents and warrants that: (i) It has the full right and authority to enter into this Agreement, to furnish to the Company the services upon the terms and conditions set forth herein and to grant the rights herein granted; (ii) all services performed by the Contracting Party hereunder and the results and proceeds thereof will not infringe or violate the legal rights of any third party; and (iii) the Contracting Party is not subject to any obligation or disability which will or might prevent or interfere with the full completion and performance of all the material obligations and conditions to be kept and performed hereunder. b) Company warrants the Product to be free from defects in materials and workmanship for 6 months from the date of Delivery, provided that they are used appropriately and proper maintenance procedures are followed. Company shall not be liable for any losses, damages or expenses arising from the nonconformity, failure or malfunctioning of the Product except such as fall within the scope of this warranty. In the event of such a defect, Company’s obligations shall be limited to the repair or replacement, at Company’s election, of the defective components. Under no circumstances shall Company’s liability for the nonconformity, failure or malfunctioning of the Product exceed the price paid by Contracting Party for the Product. Under no circumstances shall Company be liable for consequential damages resulting from the non-conformity, failure or malfunctioning of the Products. c) Both parties represent and warrant that they have the insurance policies required under this Agreement. 17) INDEMNIFICATION a) Contracting Party agrees to indemnify and hold harmless Company, their associates (including, but not limited to, any financiers or distributors), successors, designees, licensees, and assigns from any and all claims, demands, suits, losses, costs, expenses (including reasonable outside counsel fees), damages or recoveries which may be obtained against, imposed upon or suffered either party, their associates, successors, designees, licensees and assigns by reason of Contracting Party’s breach of any of the representations, warranties or agreements contained herein. b) Company agrees to indemnify and hold harmless Contracting Party, their associates (including, but not limited to, any financiers or distributors), successors, designees, licensees, and assigns from any and all claims, demands, suits, losses, costs, expenses (including reasonable outside counsel fees), damages or recoveries which may be obtained against, imposed upon or suffered either party, their associates, successors, designees, licensees and assigns by reason of 11 Company’s breach of any of the representations, warranties or agreements contained herein. 18) INTELLECTUAL PROPERTY RIGHTS a) Contracting Party hereby acknowledges that any and all of the trademarks, service marks, trade names, patents, copyrights, or other intellectual property rights used in connection with or embodied in the Product (“Company’s IP”) are and shall remain the property of Company. Contracting Party shall refrain from challenging the validity of such trademarks, service marks, trade names, patents, copyrights or other intellectual property rights or of Company’s interest therein. b) Contracting Party shall not use the Company’s IP other than for the purpose of identifying and advertising the Products within the scope and during the Term of this Agreement and in accordance with Company’s reasonable instructions. c) Contracting Party shall not, during the Term of this Agreement or after termination, use or adopt, register or attempt to register, any trademark, service mark, trade name or other symbols that includes or is substantially or confusingly similar to any of Company’s IP. d) Contracting Party shall not register any domain name or any Internet account (e.g. Twitter, Facebook, G+, gmail, etc.), in its own name, which incorporates Company’s IP, without Company’s prior written approval and any such domain name or account registered by Company shall be deemed owned by Company, despite any contrary information filed with any registrar of such domain, and shall be transferred to Company upon request or upon termination of this Agreement. Company shall reimburse Contracting Party for the reasonable, original registration costs of any such domain name, if any. e) Contracting Party shall only use Company’s intellectual property with Company’s written permission and shall submit all such uses for, and obtain, Company’s prior written approval of all anticipated uses in marketing and advertising. 19) BRAND POLICY a) Contracting Party may only use the Company’s Brand Elements (Trademarks, Copyrights, and Logos) with explicit written permission from the Company. b) If written permission for usage of the Brand Elements (outlined above) is given by Company, Contracting Party agrees to follow Company’s Brand Usage Guidelines which will be provided by Company. 20) CONFIDENTIALITY 12 a) The term “Confidential Information” as used in this Agreement means (a) information deemed confidential by the Company, and (b) other non-public technical, business or financial information or trade secrets or proprietary information, the use or disclosure of which would be contrary to Company’s interests. Contracting Party understands and agrees that such Confidential Information shall be disclosed in the course of performing services for Company and (i) agrees to keep such Confidential Information confidential at all times, and (ii) will not make use of Confidential Information for its own benefit, or for the benefit of any third party, unless required to do so under compulsion of law. Contracting Party agrees to maintain the confidentiality of this Agreement, and to refrain from disclosing or making reference to its terms except as required by law, or to its accountant or attorney, or as specifically required for its performance under this Agreement. 21) NON-COMPETITION a) During the Term of this Agreement and for a period of one year refrain from directly or indirectly manufacturing, distributing, selling or promoting any Product which “Competes” with the Product. “Competes’ shall be defined as any device or instrument, whether or not similar in shape, size or design to the Product used for safe exit and/or extrication of a person or animal from a motor vehicle or other passenger carrying vehicle (e.g. airplane, boat, etc.). b) Contracting Party agrees to forward to Company any inquiries made regarding the Product that are outside of the scope of Contracting Party’s Territory. 22) NON-INTERFERENCE AND NON-SOLICITATION a) During the Term and for a period of one (1) year thereafter Contracting Party will not directly or indirectly, solicit, recruit or hire any Company employee or contractor to work for Contracting Party, or for any party other than Company, or engage in any activity that would cause any Company employee or contractor to violate any agreement with Company and solicit, entice or induce any Company client or supplier to cease doing business with Company 23) GENERAL PROVISIONS a) Assignment. Contracting Party may not transfer or assign its rights and obligations pursuant to this Agreement to any other person, corporation or entity, by law or otherwise. Contracting Party understands that the services it is providing are unique and that any purported transfer of its obligations under this Agreement without prior written consent shall be void and in violation of this Agreement. b) Notices. All notices shall be sent in writing, via an express delivery service with tracking number or U.S. certified mail return receipt requested, to the addresses 13 specified at the beginning of this agreement, or as updated from time to time by the parties. Notices will be deemed received seven days after they have been sent. In addition, the Parties may, in their discretion, use e-mail for communication, however, any such communication shall not be deemed “notice” hereunder, unless receipt has been confirmed and expressly accepted as notice by the receiving party. c) Severability. In the event that any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement is held to be excessively broad, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law. d) Governing Law and Venue. The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties under this Agreement shall be governed by the internal laws of the State of California, without regard to conflicts of law rules. e) Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In the event that arbitration is necessary, a single arbitrator chosen and agreed upon by the parties shall act as the arbitrator and such arbitration shall be conducted in Santa Barbara, California. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. f) Personal Guarantee. The principals of Contracting Party shall personally guarantee the obligations of Contracting Party, in the form set forth by the Company. g) Language. All correspondence and notices required under this agreement shall be communicated in English. h) Entire Agreement. This Agreement sets forth the entire understanding of the parties regarding its subject matter and may not be amended except by a written instrument signed by the parties. INNOVATION DISTRIBUTING, INC. dba resqme By:___________________________ Laurent Colasse President and CEO Dated: ___________________ 14