Distributor Terms

Appointment of Distributor

Company hereby appoints Distributor as a non-exclusive distributor of Company products or services ("Products") as set forth in Schedule A attached hereto.

Territory

Distributor shall have the right to distribute Products only within the territory described in Schedule A attached hereto.

Obligations of Distributor

Distributor shall:

a. Use its best efforts to promote the sale of Products within the Territory;

b. Only use the Company's approved marketing and advertising materials for the promotion of Products;

c. Comply with all applicable laws and regulations related to the distribution of Products, including obtaining any necessary licenses or permits;

d. Maintain adequate levels of inventory of Products to meet customer demand;

e. Provide timely and accurate reports to Company regarding the sale of Products and any customer feedback;

f. Promptly notify Company of any defects or problems with Products, and promptly return any defective Products to Company; and

g. Not make any warranties or representations on behalf of Company, and shall not modify or alter any of the Company's marketing or advertising materials without Company's prior written approval.

Obligations of Company

Company shall:

a. Provide Distributor with reasonable quantities of Products;

b. Provide training and support to Distributor as necessary;

c. Provide Distributor with access to Company's marketing and advertising materials; and

d. Process orders for Products received from Distributor in a timely manner.

Pricing and Payment

Distributor shall purchase Products from Company at the prices set forth in Schedule A attached hereto. Distributor shall pay for all Products ordered within thirty (30) days of receipt of an invoice from Company. Any amounts not paid within such period shall accrue interest at a rate of one and a half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower.

Term and Termination

This Agreement shall commence on the date first set forth above and shall continue until terminated by either party upon thirty (30) days prior written notice to the other party. Notwithstanding the foregoing, Company may terminate this Agreement immediately upon written notice if Distributor fails to comply with any material term of this Agreement.

Confidentiality

Distributor shall not disclose any confidential information received from Company, including but not limited to pricing information, customer lists, or marketing strategies, to any third party without Company's prior written consent.

Miscellaneous

a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

b. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement.

c. This Agreement shall be governed by and construed in accordance with the laws of the state of Turkey, without giving effect to its principles of conflicts of law.

d. Any dispute arising under this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

e. This Agreement may not be amended or modified except in writing signed by both parties.

f. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.