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Distributor Agreement

This Distributor Agreement (hereinafter“Agreement”) is made and effective as of 07/12/742 A.G.S / 826 A.S., by and between Montluc Advanced Engineering Inc., a ship construction company, with an address located at Uxeau, Quillan, Languedoc system ("Manufacturer), and the State of Natio Octavarium, with an office at Canberra Station, Tau 44 system(“Distributor”).

1. Exclusive Appointment. Subject to the terms and conditions of this Distributor Agreement, Manufacturer hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers (the “Customers”) and to render other services as a distributor for Manufacturer as set forth herein. Distributor shall limit its activities with respect to the Products to Customers might be later on deemed by the Manufacturer as "hostile" to the Manufacturer or Gallic people.

2. Products. The Products manufactured and sold by Company to Distributor for distribution hereunder are as follows:

1. "Aurochs" Freighter
   
2. "Moonbeam" Heavy Fighter
   
3. "Sunbeam" Very Heavy Fighter
   
4. "Eclipse" Heavy Bomber
   
5. "Taureau" Armoured Transport
   

3. Relationship of Parties. Distributor is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venturer or partner of Montluc Advanced Engineering Inc. for any purpose. Distributor acknowledges that Montluc Advanced Engineering Inc. has not granted it any authority to make changes to Company’s terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties.

4. Subagents. Distributor may appoint sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations under this Agreement provided that

1. any compensation to such sub-agent, sub-distributor, subrepresentative or other person to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations shall be solely Distributor’s responsibility, and
   
2. such appointment does not deprive Manufacturer of the essential rights to which it is entitled under this Agreement.
   

Any agreement with such sub-agent, subdistributor, sub-representative or other person shall not extend beyond the term of this Agreement.

5. Terms of Sale. All sales by Company shall be in accordance with the terms and conditions of this Agreement.

6. Payment. Upon Customer’s acceptance of any order, Distributor shall submit to Manufacturer via wire transfer to Montluc~Rousseau the full order price. The additional price exempted from the Customer shall be considered the profit of the Distributor regardless of the amount.

7. Confidentiality. As used herein, the term “Proprietary Information” means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually.

7.1 Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.

8. Effective Date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect until either of the Parties expressly decides to terminate the Agreement.

9. Termination. The Parties reserve the right to terminate at volition this Agreement. A prior notification of termination of this Agreement is to be sent a week before it comes into effect. All dues shall be paid within the mentioned period of 1 (one) week.

10. Post-termination Rights. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature. No "Proprietary Information" as set forth in Article 5 of this Agreement shall be disclosed following the termination of this Agreement.

Signed,

Manufacturer:


Distributor:


Date: 07/12/742 A.G.S. / 826 A.S.