D. Sub-agents. The distributor may instruct sub-representatives, negotiators, sub-representatives or other persons to act on behalf of the distributor or to fulfil any other of the distributor`s obligations under this Agreement in the territory; provided that (i) any compensation to such sub-representative, negotiator, sub-representative or any other person acting on behalf of the distributor or otherwise performing the distributor`s obligations is the sole responsibility of the distributor and (ii) such appointment does not deprive the company of the essential rights to which it is entitled under this Agreement. Any agreement with such sub-agent, sub-dispatcher, sub-representative or any other person shall not extend beyond the term of this Agreement. This Agreement is in all respects governed by the laws of the State, of the United States, which apply without reference to conflict of laws rules that might otherwise apply to other laws. The United Nations Agreement on Contracts for the International Sale of Goods shall not apply to purchases or transactions carried out in accordance with this Agreement. The court having jurisdiction over all actions brought against each other by the Parties to this Agreement in respect of or as a result of this Agreement shall be appropriate only in the case of a [State] State Court or the United States District Court for the District of [State]. The distributor thus submits to the exclusive jurisdiction of these courts and accepts the service of the lawsuit by sending a confirmed fax or by commercial mail (with written confirmation of receipt to the sender). The designation of the distributor by the supplier in section 1 of this agreement is an exclusive date for the distribution of the products in the territory. The supplier may not independently advertise, promote and sell supplier products, support supplier products or designate additional distributors for supplier products in the region. e.

The performance of this Distribution Agreement by the Company and the Performance by the Company of its obligations and obligations under this Agreement are not contrary to and will not violate the agreement in which it participates or to which it is bound by other means, and g. the entire Contract. This Agreement contains the entire agreement between the Parties with respect to the proposed transactions and supersedes all prior written and oral agreements as well as all simultaneous oral agreements relating to such transactions. . . .