This Agreement (the "Agreement") is made today, by and between ROBTOOLS Enterprise Inc. (hereinafter referred to as “ROBTOOLS”), with a principal place of business at 9300 Boul Henri-Bourassa E, Montréal, QUEBEC, H1E 2S4, CANADA and a Corporation (hereinafter referred to as “DISTRIBUTOR”). The terms and conditions contained in this Agreement shall apply in whole to both DISTRIBUTOR and ROBTOOLS (hereinafter collectively referred to as "Parties"), except where noted.

WHEREAS, ROBTOOLS, a manufacturer and supplier of automobile repair and servicing hand-operated tools and tools kit for use in the field of motor vehicle engine maintenance, has developed proprietary plates and underlying technology allowing for the easy replacement of broken exhaust manifold studs and welding accessories (the "Products"), as such may be amended at a later date during the term of this Agreement;

WHEREAS, DISTRIBUTOR wishes to acquire a non-exclusive, non-transferable right to advertise, promote, market and resell the Products in Canada and/or the United States (the “Territory”), through agreed upon distribution channels;

WHEREAS, DISTRIBUTOR declares it has the knowledge, experience, ability and financial capability to perform the obligations herein;

WHEREAS, ROBTOOLS has agreed, on the basis of DISTRIBUTOR’s representations herein, to grant the DISTRIBUTOR certain reselling rights, as further described hereunder;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties desire to enter into this Agreement and hereby agree as follows:

The Preamble shall be considered as integral part of this Agreement.

1. APPOINTMENT

Subject to the terms and conditions set forth herein, ROBTOOLS hereby grants DISTRIBUTOR a non-exclusive, non-transferable, non-sublicensable, limited right during the term of this Agreement to advertise, promote, market and resell the Products in the Territory, solely to end-Customers and in agreed upon distribution channels, and use ROBTOOLS Trademarks in the Territory in connection with marketing, selling and distributing the Products; all in accordance with the terms set forth herein.

Sales Outside Territory. DISTRIBUTOR shall not actively solicit sales of or promote the Products outside the Territory without the prior written consent of ROBTOOLS. Should DISTRIBUTOR be approached by any third party from outside the Territory for the purchase of Products, DISTRIBUTOR shall forthwith notify ROBTOOLS and shall either refer such party to ROBTOOLS or take an order from such party, all as shall be directed by ROBTOOLS in writing and at its sole discretion.

2. RELATIONSHIP

The relationship between the parties shall be that of buyer and seller. Nothing contained in this Agreement shall be deemed to constitute ROBTOOLS and DISTRIBUTOR as a partnership, joint venture or other entity. DISTRIBUTOR shall be solely responsible for discharging all obligations arising in connection with the operation of DISTRIBUTOR’s business.

3. PRODUCT PURCHASE AND DELIVERY

DISTRIBUTOR shall initiate orders online through the wholesale products page from this website. Risk of loss with respect to the Products shall pass to DISTRIBUTOR at the Delivery Point. ROBTOOLS may withhold shipment of Products due to an unpaid balance in DISTRIBUTOR’s account.

Cancellation Policies. Orders may be partially or entirely cancelled prior to shipment only if (i) ROBTOOLS declares bankruptcy, (ii) either party has given a notice to terminate the Agreement, or (iii) DISTRIBUTOR does not comply with payment terms.

Inspection by DISTRIBUTOR. DISTRIBUTOR shall inspect the Products upon delivery and notify ROBTOOLS of any discrepancies or defects. Products offered in a damaged condition shall be rejected and returned to ROBTOOLS pursuant to Section 6.

4. PRICE AND PAYMENT TERMS

Product pricing. See wholesale products page for reference. Taxes. Product prices shall exclude any taxes or duties. DISTRIBUTOR shall be responsible for the payment of all such taxes.

5. MARKETING

Packaging. DISTRIBUTOR shall distribute Products with all original packaging and labeling provided by ROBTOOLS. DISTRIBUTOR shall not re-label any Product. General Marketing Practices. DISTRIBUTOR shall act in the best interest of ROBTOOLS and shall not make false representations.

6. RETURN POLICY

Subject to ROBTOOLS’s approval, all defective Products returned to ROBTOOLS will be replaced. DISTRIBUTOR agrees to pay a 20% restocking fee for all non-defective returned packaged Products.

7. RESTRICTIONS ON RESALE

DISTRIBUTOR agrees that it shall only sell the Products to end-Customers, and not to other retailers (e.g., eBay or Amazon storefronts).

8. INDEMNIFICATION

ROBTOOLS will not indemnify DISTRIBUTOR for losses arising out of the supply of Products. DISTRIBUTOR agrees to indemnify and hold ROBTOOLS harmless from any loss arising out of DISTRIBUTOR’s sale, advertisement, or promotion of Products.

9. WARRANTY/LIMITATION OF LIABILITY

Warranty Program: All Products carry a different Replacement Warranty. ROBTOOLS will treat all warranty requests case-by-case through the provision of pictures sent to support@robtools.com.

LIMITATION: EXCEPT FOR THE LIMITED WARRANTY PROVIDED HEREIN, ROBTOOLS MAKES NO OTHER WARRANTIES. IN NO EVENT SHALL ROBTOOLS BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. ROBTOOLS'S LIABILITY SHALL BE LIMITED TO THE PURCHASE PRICE OF PRODUCTS SOLD.

10. INTELLECTUAL PROPERTY RIGHTS (“IPR”)

ROBTOOLS shall retain the sole and exclusive ownership of all IPR in the Products. DISTRIBUTOR is granted a limited, non-exclusive license to use ROBTOOLS Trademarks solely for marketing approved by the Company. DISTRIBUTOR shall not reverse engineer the Products or register any domain names using ROBTOOLS Trademarks.

11. CONFIDENTIAL AND PROPRIETARY INFORMATION

DISTRIBUTOR agrees not to disclose any Proprietary and Confidential Information regarding ROBTOOLS or the Products to any third party during or after the term of this Agreement.

12. TERM AND TERMINATION

Term. This Agreement is effective for an Initial Term of 12 months, renewing automatically for one-year terms unless notified otherwise. Termination. ROBTOOLS may terminate for convenience with 90 days' notice. Either party may terminate for cause if a breach is not cured within 30 days. Consequences. Upon termination, DISTRIBUTOR shall immediately discontinue all marketing and return all Confidential Information to ROBTOOLS.

13. INSURANCE

DISTRIBUTOR shall maintain liability insurance (minimum $1,000,000 per occurrence) and add ROBTOOLS as an additional insured.

14. FORCE MAJEURE

ROBTOOLS shall not be liable for loss or delay caused by events beyond its reasonable control, including strikes, Acts of God, or material shortages.

15. APPLICABLE LAW & DISPUTES

This Agreement shall be governed by the laws of the Province of Quebec, Canada. Any disputes not resolved by negotiation shall be subject to the exclusive jurisdiction of the Courts of the Province of Quebec, District of Montreal.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

ROBTOOLS