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Distribution and Sales Agreement

This Distribution and Sales Agreement (the "Agreement") is entered into as of the ____ day of ________, 20__ (the "Effective Date") by and between TechElegance Enterprises Inc., a corporation organized and existing under the laws of the United States, having its principal place of business at ______________________________ ("TechElegance") and GlobalConnect Distributors LLC, a limited liability company organized and existing under the laws of the United States, having its principal place of business at ______________________________ ("GlobalConnect").

1. Appointment and Grant of Rights

1.1. Territory

TechElegance hereby appoints GlobalConnect, and GlobalConnect hereby accepts such appointment, as the exclusive distributor of TechElegance's products, including but not limited to smartphones, tablets, and accessories (the "Products"), to customers within the following territory: the United States of America and its territories and possessions (the "Territory").

1.2. Exclusivity

During the Term (as defined below), TechElegance shall not, directly or indirectly, through its affiliates or otherwise, sell or cause to be sold any Products within the Territory except through GlobalConnect or as otherwise agreed upon by the parties in writing. GlobalConnect shall not, without TechElegance's prior written consent, sell or cause to be sold any Products outside the Territory.

2. Pricing, Payment, and Sales Targets

2.1. Pricing

GlobalConnect shall purchase the Products at the wholesale prices set forth in Exhibit A, attached hereto, which may be updated by TechElegance upon sixty (60) days' prior written notice to GlobalConnect. Such prices are exclusive of all taxes, duties, and other charges that may be applicable to the sale or delivery of the Products, all of which shall be paid by GlobalConnect.

2.2. Payment Terms

GlobalConnect shall pay TechElegance for the Products within thirty (30) days from the date of each invoice, without setoff, counterclaim, or deduction of any kind. All payments shall be made in United States Dollars. Interest on any overdue amounts shall accrue at a rate of 1.5% per month, or the highest rate permitted by applicable law, whichever is lower.

2.3. Minimum Sales Targets

GlobalConnect agrees to meet the minimum sales targets for the Products specified in Exhibit B, attached hereto. Failure to meet such targets for two (2) consecutive quarters shall be deemed a material breach of this Agreement.

3. Order Fulfillment and Reporting

3.1. Order Fulfillment

GlobalConnect shall provide TechElegance with written purchase orders for the Products, and TechElegance shall promptly process and fulfill such orders in accordance with its standard fulfillment practices. GlobalConnect shall be responsible for all costs associated with the shipment and delivery of the Products to its customers.

3.2. Reporting

GlobalConnect shall provide TechElegance with a quarterly written report detailing its sales of the Products, including the quantity of each Product sold and the revenue generated therefrom, no later than thirty (30) days following the end of each calendar quarter.

4. Marketing Support and Cooperation

GlobalConnect shall, at its expense, market and promote the sale of the Products within the Territory using marketing materials provided by TechElegance, and shall reasonably cooperate with TechElegance in connection with any joint marketing activities or programs that may be mutually agreed upon by the parties.

5. Term and Termination

5.1. Term

This Agreement shall commence on the Effective Date and shall continue for an initial term of two (2) years ("Initial Term"). Thereafter, the Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless either party provides written notice of its intention not to renew at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term (the Initial Term and all Renewal Terms, collectively, the "Term").

5.2. Termination for Cause

Either party may terminate this Agreement upon written notice to the other party in the event that the other party commits a material breach of its obligations under this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice of such breach from the non-breaching party, or such other period as may be reasonably required to cure such breach (provided that the breaching party is diligently pursuing such cure).

5.3. Effect of Termination

Upon termination of this Agreement for any reason, all rights and obligations of the parties hereunder shall cease, except that any rights or obligations that by their nature should survive termination (including, without limitation, payment and indemnification obligations) shall survive termination of this Agreement.

6. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of ____________________, without regard to its conflicts of law principles. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

7. Miscellaneous

This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating to such subject matter. Any amendment, modification, or waiver of any provision of this Agreement shall be effective only if in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

TechElegance Enterprises Inc. GlobalConnect Distributors LLC

By: _______________________ By: _______________________
Name: _____________________ Name: _____________________
Title: ______________________ Title: ______________________

Exhibit A – Wholesale Pricing

[purchase terms and pricing schedule]

Exhibit B – Minimum Sales Targets

[sales targets and performance metrics]