CADDYBAR™ DISTRIBUTION AGREEMENT

This CADDYBARTM Distributor Agreement (“Agreement”) is dated March 4, 2025 (“Effective Date”). PARTIES

(1) Partee Group, LLC is an Illinois limited liability company with its principal office at 2413 West Algonquin Road, Suite 405, Algonquin, Illinois, USA ("Partee Group"); and

(2) By placing an order, you (the "Distributor") agree to the terms of this agreement and all conditions and covenants contained herein.

BACKGROUND
Partee Group wishes to appoint the Distributor as its non-exclusive Distributor for the promotion, purchase and resale of the Products within the Territory (both as defined below), and the Distributor wishes to promote and sell the Products within the Territory on the terms of this Agreement.

AGREED TERMS
1. Definitions and Interpretation
1. In addition to terms defined elsewhere in this Agreement, the following definitions and rules of interpretation in this Section 1 apply in this Agreement and the Background.
Business Day: a day other than a Saturday, Sunday or public holiday in the United States when banks in the United States are open for business.
Control: the ability to direct the affairs of a party, whether by virtue of the ownership of shares, contract or otherwise.
Products: the products of the type and specification as set forth in Schedule 1, and any other products which Partee Group may permit the Distributor to distribute in the Territory by updating Schedule 1.
Term: the term of this Agreement, as determined in accordance with Section 15.
Territory: Initially, the Territory is defined as the United States of America, but may be modified at the sole discretion of Partee Group, with 30 days notice to the Distributor.
Year: the 12 months period from the Effective Date and each consecutive 12 months thereafter during the Term.
1.2 A reference to writing or written includes faxes and email.
1.3 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Appointment
2.1 Subject to the terms and conditions of this Agreement, Partee Group appoints the Distributor as its non- exclusive Distributor to distribute and resell the Products in the Territory on the terms of this Agreement.
2.2 The Distributor shall purchase the Products only from Partee Group. The Distributor acknowledges and agrees that, in view of its access to Partee Group proprietary and confidential information, and the Distributor’s obligations, pursuant to this Agreement, the Distributor shall, not for the Term of this Agreement, distribute or manufacture any products similar in form or function to CADDYBARTM other than those supplied by Partee Group.
2.3 The Distributor is not permitted to make active sales of the Products to customers outside of the Territory without Partee Group’s prior written consent. For these purposes, active sales shall be understood to mean actively approaching or soliciting customers, including the following actions:
(a) visits;
(b) direct mail, including the sending of unsolicited emails;
(c) Territory;
(d)  online advertisements addressed to customers outside of the Territory and other efforts to be found specifically by users outside of the Territory, including the use of territory based banners on third party websites and paying a search engine or online advertisement provider to have advertisements or higher search rankings displayed specifically to users outside of the Territory; and
(e)  advertising or promotion in any form, or translation of the website of the Distributor into a language other than an official language of any country forming part of the Territory, that the Distributor would not reasonably carry out but for the likelihood that it will reach customers outside of the Territory.
2.4 The Distributor shall not establish, or maintain any branch, sales outlet or distribution depot outside of the Territory for the sale of the Products.
2.5 The Distributor shall not establish any sales channel (e.g., Amazon or Shopify) or appoint sub-distributors without express written authorization from Partee Group. Pre-approved sales channels are listed in Schedule 1.
2.6 The Distributor shall not and has no authorization to:
(a)  represent itself as an agent of Partee Group for any purpose; or
(b)  pledge the credit of Partee Group; or
(c)  give any condition or warranty or make any representation on the behalf of Partee Group; or
(d)  make any representation on behalf of Partee Group; or
(e)  commit Partee Group to any contracts.
2.7 The Distributor shall not without the prior written consent of Partee Group make any promises or guarantees about the Products beyond those contained in the promotional material supplied by Partee Group.
2.8  It is expressly acknowledged and agreed by the parties that:
(a)  Partee Group’s appointment of Distributor is non-exclusive and Partee Group may and shall be permitted to make active sales of the Product in the Territory either by itself or via any third party; and
(b)  the territory or territories constituting the Territory may, solely by written agreement of the parties, be amended to include such additional or varied territories as may be negotiated by the parties from time to time, provided always that this Section 2.8(b) shall only be invoked where this is considered by Partee Group, in its sole discretion, to be commercially beneficial and/or viable.
3.  Obligations of the Distributor
The Distributor hereby agrees that at all times during the Term it shall:
(a)  use its best efforts to promote the distribution and sale of the Products in the Territory;
(b)  employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the obligations of the Distributor under this Agreement;
(c)  prior to selling the Products, receive appropriate sales and training from Partee Group regarding the Products, as required by Partee Group from time to time, to ensure the proper fulfilment of the obligations of the Distributor under this Agreement, including without limitation training regarding the handling of Product warranty issues;
(d)  ensure that any personnel involved in fulfilling the obligations of the Distributor under this Agreement have a sufficient general knowledge of the Products and sufficient access to Partee Group sales and training;
(e)  not resell the Products at a price exceeding the maximum resale price from time to time specified by Partee Group in writing (unless otherwise prohibited under applicable law);
(f) submit written reports at regular intervals to Partee Group, showing details of sales, service stock, outstanding customer orders and orders placed by the Distributor with Partee Group that are still outstanding, and any other information relating to the performance of its obligations under this Agreement that Partee Group may reasonably require from time to time;
(g)  keep full and proper books of account and records showing clearly all inquiries, quotations, transactions and proceedings relating to the Products;
(h)  allow Partee Group, on reasonable notice, access to its accounts and records relating to the Products for inspection;
(i) keep all stocks of the Products which it holds in conditions appropriate for their storage, and provide appropriate security for the Products, all at Distributer’s cost;
(j) insure, at Distributer’s cost, with a reputable insurance company, all stocks of the Products held by Distributor against all risks which would normally be insured against by a prudent businessman to at least their full replacement value and to produce to Partee Group on demand full details of such insurance and the receipt for the then current premium;
(k)  inform Partee Group immediately of any changes in ownership or Control of the Distributor, and of any change in its organization or method of doing business which might affect the performance of the duties of the Distributor in this Agreement;
(l) retain storage records documenting storage of Partee Group devices in an environment that meets the storage requirements as specified by Partee Group on the packaging;
(m) maintain distribution records sufficient to facilitate tracing of final disposition of Products to the first consignee;
(n)  maintain appropriate local, regional, and national registrations, certifications, and licenses as required by Applicable Laws;
(o)  advise Partee Group of third party complaints attributed to the Product within 24 hours of receipt via email to sales@thecaddybar.com;
(p)  shall have the authority and responsibility to conduct recalls of the Product in accordance with applicable laws; all costs and expenses for such Distributor authorized recalls shall be borne by the Distributor. Notwithstanding the foregoing Partee Group shall bear the costs of the Recall in the limited circumstances where the Recall is attributable to (i) statements, written or verbal, made by representatives or agents of Partee Group with respect to Products, or (ii) Partee Group’s or its agent’s or representative’s improper storage or handling of Products, i.e., storage or handling inconsistent with Partee Group’s instructions. Records of Recalls shall be maintained by the Distributor. 
4. Supply of Products
4.1 The Distributor shall, upon the Effective Date and on or around one week prior to every three months thereafter, notify Partee Group in writing a rolling 3 month forecast of the quantities of each type of Product that it expects to buy from Partee Group. For the avoidance of doubt, the rolling 3 month forecast is the quantities of Product Distributor expects to buy the ensuing three months beginning on the first day of the month following issuance of the forecast on or around one week prior.
4.2 Subject to the terms and conditions of this Agreement (including Distributor’s payment obligations and any credit terms provided to Distributor), Partee Group will use commercially reasonable efforts to meet all orders for the Products forwarded to it by the Distributor in accordance with terms of delivery of Partee Group to the extent that the orders do not exceed the forecast for each type of the Products given under Section 4.1 and if otherwise accepted by Partee Group. The Distributor shall buy the Products for its own account for resale under this Agreement.
4.3 On written notice to the Distributor, Partee Group may exclude one or more of the Products from this Agreement if the production of such Products is permanently discontinued for any reason or otherwise at Partee Group’s sole discretion.
4.4 Partee Group may make changes or modifications to the specifications or characteristics of the Products, provided the changes do not, in Partee Group’s opinion, materially and adversely affect the quality of the Products. Partee Group shall give notice of any material changes to Product specifications to the Distributor as soon as reasonably practicable.
4.5 The Distributor shall not make changes or modifications to the Products, including the device, the package inserts, and package labels.
4.6 Notwithstanding any other provision of this Agreement, Partee Group makes no representation that it will, and has no obligation to continue to manufacture or produce any particular Product or provide support in respect of any Product for any specific period of time.
5.    Obligations of Partee Group
Partee Group agrees to:
(a)  supply the Products to the Distributor for resale in the Territory subject to the terms of this Agreement;
(b)  provide any information and support as may reasonably be requested by the Distributor to enable it to discharge its duties under this Agreement properly and efficiently; and
(c)  approve or reject any promotional information or material submitted by the Distributor within 30 days of receipt.
6.    Prices and Payment
6.1   The prices to be paid by the Distributor to Partee Group for the Products are to be the prices provided by Partee Group as notified to the Distributor by Partee Group from time to time. The prices applicable as at the Effective Date shall be agreed in writing by the parties on or around the date on which this Agreement is signed by both parties.
6.2   Partee Group shall give the Distributor at least 30 days’ notice of any increase in the prices for the Products or allow for one final order under previous pricing.
6.3   Any and all expenses, costs and charges incurred by the Distributor in the performance of its obligations under this Agreement shall be borne by the Distributor, unless Partee Group has expressly agreed in advance in writing to pay such expenses, costs and charges.
6.4   The initial order placed by Distributor under this Agreement (“Initial Order”) is required to be paid to Partee Group in full, in advance of Partee Group’s fulfilment. Thereafter, Partee Group may in its sole discretion, establish (and at any time upon notice, may adjust) any credit terms applicable to Distributor. Distributor agrees to provide such information as requested by Partee Group in order to establish and/or review such terms. The applicable credit terms may be set forth in Schedule 1 or otherwise provided by Partee Group in writing (including by email).
6.5   Distributor shall pay the full amount invoiced to it by Partee Group in United States Dollars within 30 days net of the date of invoice.
6.6   Neither party may withhold payment of any amount due to the other because of any set-off, counter-claim, abatement, or other similar deduction.
6.7   Interest shall be chargeable on any amounts overdue at the rate of 8% per annum above the U.S. prime rate as stated in the Wall Street Journal from time to time, or the highest rate allowed by applicable law, whichever is lower. The interest period shall run from the due date for payment until receipt of the full amount by Partee Group whether before or after judgment.
7.    Taxes
7.1   All sums payable under this Agreement, or otherwise payable by any party to any other party under this Agreement, are exclusive of any taxes chargeable on the supplies for which such sums (or any part of them) are the whole or part of the consideration for tax purposes.
7.2   All taxes, charges, levies, assessments and other fees of any kind imposed in respect of the purchase or import of the Products shall be the responsibility of, and for the account of, the Distributor.
8.    Advertising and Promotion
8.1   The Distributor shall:
(a)  be responsible for the advertising and promoting the Products in the Territory through all appropriate media in the Territory including trade show exhibitions, catalogues, direct mailings, space advertising, educational meetings, sales aids, internet promotion on its own website and such other online social media, provided that the Distributor shall not use any advertising materials or promotional literature without the prior written consent of Partee Group;
(b)  display advertising materials and other signs provided by Partee Group;
(c)  observe all reasonable directions and instructions given to it by Partee Group for promotion and advertisement of the Products; and
(d)  not make any written statement as to the quality or manufacture of the Products without the prior written approval of Partee Group.
8.2   Partee Group shall provide the Distributor with information on the advertising and promotion carried out by Partee Group. Partee Group shall supply any available promotional and advertising material that the Distributor reasonably requests at the cost of the Distributor.
8.3   In accordance with, and further to, Section 8.1, the Distributor shall, where the parties agree, participate with Partee Group in fairs and exhibitions in the Territory.
8.4   The Distributor shall ensure that any website that it uses for the sale or distribution of the Products (including its own and the website of any third party) complies with Partee Group’s quality standards and criteria that are in force from time to time and notified in writing to the Distributor or posted on Partee Group’s website.
9.    Compliance with Laws and Regulations
9.1   The Distributor shall be responsible for obtaining any necessary import licenses or permits necessary for the entry of the Products into the Territory, or their delivery to the Distributor. The Distributor shall be responsible for any customs duties, clearance charges, taxes, brokers' fees and other amounts payable in connection with the importation and delivery of the Products.
9.2   The Distributor shall have all responsibilities and bear all costs to seek and obtain any regulatory permissions from official state agencies equivalent to the US Food and Drug Administration required to sell or market Partee Group Products in the Territory. Partee Group shall, at its own costs, provide any information and assistance reasonably requested by Distributor needed to obtain such regulatory permissions.
9.3   The Distributor shall inform Partee Group of all laws and regulations affecting the manufacture, sale, packaging and labelling of Products within the Territory, with which Distributor believes Partee Group Products may not comply.
10.   Anti-bribery Compliance
10.1 The Distributor shall:
(a)  comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti- corruption and other applicable laws (collectively, “Relevant Requirements”);
(b)  not engage in any activity, practice or conduct which would constitute an offence under the Relevant Requirements if such activity, practice or conduct had been carried out in the applicable jurisdiction;
(c)  have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements and Section 10.1(b), and will enforce them where appropriate;
(d)  promptly report to Partee Group any request or demand for any undue financial or other advantage of any kind received by the Distributor in connection with the performance of this Agreement;
(e)  immediately notify Partee Group (in writing) if a foreign public official becomes an officer or employee of the Distributor or acquires a direct or indirect interest in the Distributor, and the Distributor warrants that it has no foreign public officials as direct or indirect owners, officers or employees as of the Effective Date of this Agreement; and
(f)   within 3 months of the Effective Date of this Agreement, and annually thereafter, certify to Partee Group in writing signed by an officer of the Distributor, compliance with this Section 10 by the Distributor and all persons associated with it under Section 10.2. The Distributor shall provide such supporting evidence of compliance as Partee Group may reasonably request.
10.2 The Distributor shall ensure that any person associated with the Distributor who is performing services or providing goods in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Distributor pursuant to this Agreement, including this Section 10 (“Relevant Terms”). The Distributor shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Partee Group for any breach by such persons of any of the Relevant Terms.
10.3 Breach of this Section 10 by the Distributor shall be deemed a material breach under Section 15.2(b).
11.   Conditions of Sale
11.1 Partee Group’s standard terms and conditions of sale of the Products in force from time to time (“Partee Group Terms”, Schedule 2) shall apply to all sales pursuant to this Agreement. The Partee Group Terms that apply as of the Effective Date are set forth in Schedule 1. If there is any inconsistency between such Partee Group Terms and the terms of this Agreement, the latter shall prevail.
11.2 Any warranty given in respect of the Products shall be as provided in the Partee Group Terms, which, to the fullest extent permitted by law, are given in lieu of any other warranties whether express, implied or statutory, including implied warranties of merchantability or fitness for a particular purpose.
11.3 Distributor shall be responsible for direct interaction with customers regarding (i) the use and operation of the Product, (ii) the intake and classification of all customer inquiries regarding suspected defects or other problems with, or questions regarding, the Product, (iii) the delivery to customers of replacements, work-arounds, and updates provided by Partee Group that Distributor is authorized to provide to customers pursuant to this Agreement, and (iv) resolution of suspected defects or other errors reported by customers that can be resolved using the materials and information provided by Partee Group to Distributor. If Distributor determines that there is an issue with a Product that it cannot resolve pursuant to this Section 11.3, Distributor shall comply with Partee Group’s instructions, including obtaining a return materials authorization from Partee Group and sending the faulty product to Partee Group within 30 days of receiving it from a customer, at Distributor’s cost. Distributor also shall provide any additional information required by Partee Group and make Distributor’s staff available to Partee Group for issue identification and resolution. Partee Group will use commercially reasonable efforts to replace faulty Product within 30 days, and ship to Distributor at Distributor’s cost.
12.   Proprietary Rights
12.1 Subject to the terms and conditions of this Agreement, Partee Group hereby grants to the Distributor the non- exclusive right, in the Territory, to use the trademarks, logos and other proprietary designations owned or used by Partee Group with the Products, as designated in writing by Partee Group (“Trademarks”) in the promotion, advertisement and sale of the Products, subject to, and for the Term of, this Agreement.
12.2 The Products shall be sold only under the Trademarks. On all Products, containers and advertisements for the Products, the “Partee Group” mark or other associated symbol or logo utilized by Partee Group from time to time shall be used by Distributor along with ® or “TM” in conjunction with any Trademarks as instructed by Partee Group.
12.3 All representations of the Trademarks that the Distributor intends to use shall first be submitted to Partee Group for approval before use.
12.4 The Distributor shall not, without the prior written consent of Partee Group, alter or make any addition to the labelling or packaging of the Products displaying the Trademarks. The Distributor shall not alter, deface or remove in any reference to the Trademarks, any reference to Partee Group or any other name displayed on the Products or their packaging or labelling.
12.5 The Distributor shall not sub-license, transfer or otherwise assign its rights of use of the Trademarks granted under this Agreement nor do, or omit to do, anything in its use of the Trademarks that could adversely affect their validity or enforceability.
12.6 Except for the express licenses and rights granted hereunder, Partee Group reserves all right, title, and interest in and to its intellectual property in and to the Products and any and all related technology. This Agreement does not grant to Distributor any license under any patents or other industrial property rights Partee Group may own or control or which may be licensed to Partee Group, except the limited rights to sell and distribute the Products as expressly provided in this Agreement. All other rights in and to the Products are reserved by Partee Group. If Distributor offers any ideas or suggestions to Partee Group regarding improvements or developments to the Products or any other Partee Group products, services or technology, then such improvements or developments shall be deemed solely owned by Partee Group.
12.7 Distributor acknowledges and agrees that the Products contain valuable trade secrets that are unique and proprietary to Partee Group, and have been designed, developed or accumulated by Partee Group at great expense. Accordingly, Distributor agrees that it will not, nor will it authorize or assist others to disassemble, reverse engineer, decompile or otherwise modify, alter, or make derivative works of or enhancements to the Products; or grant licenses, sublicenses, leases or other rights in the Products except as expressly provided in this Agreement.
12.8 Distributor shall promptly notify Partee Group in writing if Distributor becomes aware of (a) any claim that any Product, or any Trademark, or the use, marketing, distribution, sale or other disposal of any Product infringes or misappropriates the rights of any third party, or (b) any infringement or misappropriation by a third party of the Product, the Trademark or any intellectual property right of Partee Group. Distributor agrees to assist Partee Group, as may be reasonably requested by Partee Group, in taking legal action against any third party in the Territory arising out of or related in any way to this Agreement and/or that may be required to prosecute or defend one or more of Partee Group's intellectual property rights in and to the Products.
13.   Product Liability
13.1 Subject to the Distributor fulfilling all the conditions contained in this Section 13, Partee Group shall defend the Distributor against any third party claims brought against the Distributor in respect of damage to tangible property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products (“Relevant Claim”) and shall pay any reasonable costs, losses, liabilities and expenses awarded as a result of any such Relevant Claims or agreed to by Partee Group in settlement of any such Relevant Claims, except to the extent that the Relevant Claim arises as a result of the action or omission of the Distributor.
13.2 The Distributor shall, as soon as it becomes aware of a matter which may result in a Relevant Claim:
(a)  give Partee Group written notice of the details of the matter;
(b)  give Partee Group access to and allow copies to be taken of any materials, records or documents as Partee Group may require to take action under Section 13.2(c);
(c)  allow Partee Group exclusive conduct of any proceedings and take any action that Partee Group directs to defend or resist the matter, including the use of professional advisers nominated by Partee Group; and
(d)  not admit liability or settle the matter without the written consent of Partee Group.
13.3   The Distributor undertakes to maintain appropriate up-to-date and accurate records to enable the immediate recall of any Products or batches of Products from the retail or wholesale markets. These records shall include records of deliveries to customers (including batch numbers, delivery date, name and address of customer, telephone number, fax number and e-mail address).
13.4 The Distributor shall, at the cost of Partee Group, give any assistance that Partee Group shall reasonably require to recall, as a matter of urgency, Products from the retail or wholesale market.
14.   Limitation of Liability
14.1 Nothing in this Agreement limits or excludes the Partee Group’s liability for:
(a)  death or personal injury caused by its negligence;
(b)  fraud or fraudulent misrepresentation; or
(c)  any other liability which cannot be limited or excluded by applicable law.
14.2 Subject to Section 14.1, Partee Group shall not be liable to the Distributor, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
(a)  loss of profits;
(b)  loss of sales or business;
(c)  loss of agreements or contracts;
(d)  loss of anticipated savings;
(e)  loss of or damage to goodwill;
(f)   any indirect or consequential loss.
14.3 Subject to Section 14.1 and Section 14.2, Partee Group’s total liability to the Distributor, whether in contract, tort (including negligence) or otherwise, arising under or in connection with this Agreement shall be limited to 50% of the total of the amounts paid pursuant to this Agreement by the Distributor to Partee Group for the Products out of which the liability arises during the prior 12 month period.
15.   Term and Termination
15.1 This Agreement begins on the Effective Date and, subject to Section 15.2, Section 15.3 and Section 18.2 shall continue for an initial term of 1 Year which shall renew automatically for one additional successive renewal terms of 1 Year, until terminated by either party giving at least 30 days' prior written notice prior to the expiration date of the then-current Year.
15.2 Without affecting any other rights that it may be entitled to, either party may give notice in writing to the other terminating this Agreement immediately if:
(a)  the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 10 days after being notified in writing to make such payment; or
(b)  the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so; or
(c)  the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or
(d)  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; or
(e)  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(f)   a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or
(g)  a third party becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(h)  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(i)   any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Section 15.2(d) to Section 15.2(h) (inclusive); or
(j)   the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(k)  the other party purports to assign its rights or obligations under this Agreement (except in accordance with Section 21).
15.3 Distributor is obligated to meet any minimum purchase requirements (“Purchase Requirements”) provided in Schedule 1. If Distributor fails to meet the Purchase Requirements, Partee Group may terminate this Agreement 30 days after providing Distributor written notice of such failure.
15.4 Partee Group may give notice in writing to the Distributor terminating this Agreement immediately if there is a change of Control of the Distributor, or upon 30 days prior written notice at any time for Partee Group’s convenience.
16.   Effects of Termination
16.1 Termination of this Agreement for any reason shall not affect any rights or liabilities accrued at the date of termination.
16.2 On termination:
(a)  Distributor shall have the option to request that Partee Group buy from the Distributor any stocks of the Products at the same price the Distributor paid for them. To exercise the option, Distributor must give notice to Partee Group party within 30 days of termination, stating the quantities of Products it wishes Partee Group to buy back. If Partee Group agrees in writing to buy back any of Distributor’s Product inventory, the Distributor shall deliver such Products to Partee Group within 30 days of receiving notice from Partee Group, and Partee Group shall pay for the Products in full within 30 days of their delivery. The Distributor shall be responsible for the costs of packaging, insurance and carriage of the Products;
(b)  if Partee Group chooses not to buy back the Products under Section 16.2(a), or purchase only part of the stocks of Products from the Distributor, the Distributor shall dispose of its remaining stocks of Products as directed by Partee Group;
(c)  regardless of whether Partee Group chooses to buy back the Products under Section 16.2(a), the Distributor shall at the option of Partee Group promptly destroy or return all samples, pamphlets, catalogues, advertising materials, specifications and other materials, documents or papers that relate to the business of Partee Group that the Distributor may have in its possession or under its control (other than correspondence between the parties); and
(d)  the termination of this Agreement shall not of itself make Partee Group liable to pay any compensation to the Distributor, including, for loss of profits or goodwill.
16.3 Subject to Section 16.2, all other rights and licenses of the Distributor under this Agreement shall automatically terminate on the termination date.
16.4 Partee Group may cancel any orders for Products placed by the Distributor before termination if delivery would fall due after termination, whether or not such orders have been accepted by Partee Group. Partee Group shall have no liability to the Distributor with respect to such cancelled orders.
17.   Confidentiality
17.1 Each party agrees that it shall not for a period of 5 years from any termination of this Agreement disclose to any person any confidential information concerning the business, products, technology, customers, clients or suppliers of the other party or its affiliates, except as provided by Section 17.2.
17.2 Each party may disclose the other party's confidential information:
(a)  to those of its employees, officers, representatives or advisers who need to know such information for the purpose of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Section 17; and
(b)  as may be required by law, court order or any governmental or regulatory authority, provided that the party shall (to the extent legally permissible) inform the disclosing party of such requirement and shall cooperate with the disclosing party in limiting such disclosure and/or obtaining confidential treatment thereof.
17.3 No party shall use the other party's confidential information for any purpose other than to perform its obligations under this Agreement and in any event solely for the benefit of the other party.
17.4 The foregoing obligations do not apply to information that is generally publicly available other than through any fault of the receiving party, or has been approved in writing for disclosure by the disclosing party.
18.   Force Majeure
18.1 Neither party will be liable to the other for any default (other than failure to pay money) hereunder if such default is caused by an event beyond such party’s control, including acts or failures to act of the other party, strikes or labor disputes, component shortages, unavailability of transportation, goods, fires, governmental requirements and acts of God (“Force Majeure Event”). In the event of threatened or actual non- performance as a result of any Force Majeure Event, the non-performing party will exercise commercially reasonable efforts to avoid and cure such non-performance
18.2 If the Force Majeure Event continues for a period of more than six months, either party may terminate this Agreement by giving 14 days written notice to the other party. On the expiration of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
19.   Entire Agreement
19.1 This Agreement (and any document referred to in it) constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.2 Each party acknowledges that, in entering into this Agreement (and any document referred to in it), it has not relied on, and shall have no rights or remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) other than as expressly set out in this Agreement.
19.3 Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract.
19.4 Nothing in this Section 19 shall limit or exclude any liability for fraud.
20.   Amendment
Except as otherwise expressly provided in this Agreement, no amendment or modification to this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
21.   Assignment and Other Dealings
21.1 Partee Group may assign, delegate and transfer this Agreement, and any of its rights or obligations pursuant to this Agreement, at its sole discretion and without the Distributor’s consent.
21.2 The Distributor shall not, without the prior written consent of Partee Group, assign or transfer in any manner, whether by operation of law or otherwise, this Agreement or any of its rights and obligations pursuant to this Agreement (or any document referred to in it), or purport to do any of the same. A change of Control of the Distributor shall be deemed to be an assignment requiring Partee Group’s consent. The Distributor shall not sub-contract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
21.3 Each party that has rights under this Agreement is acting on its own behalf and not for the benefit of another person.
22.   Freedom to Contract
The parties declare that they each have the right, power and authority and have taken all action necessary to execute and deliver and to exercise their rights and perform their obligations under this Agreement.
23.   Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
24.   Severance
If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.
25.   Notices
25.1 All notices required or permitted to be given under this Agreement will be in writing, will make reference to this Agreement, and will be delivered by hand, or dispatched by prepaid courier or by registered or certified mail, postage prepaid, to the address specified above, attention to the addressee’s representative designated in the signature line below, and if to Partee Group, with a copy to General Counsel. Such notices will be deemed served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery. Any party may give written notice of a change of address and, after notice of such change has been received, any notice or request will thereafter be given to such party at such changed address
26.   No Third Party Beneficiary
No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Partee Group and the Distributor any rights, remedies or other benefits under or by reason of this Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement is not subject to the consent of any person that is not a party to this Agreement.
27.   No Partnership or Agency
Except as expressly provided, nothing in this Agreement is intended to, or shall be deemed to establish any partnership or joint venture between the parties, constitute either party the agent of the other, nor authorize a party to make or enter into any commitments for or on behalf of the other party.
28.   Counterparts
This Agreement may be executed in counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but both of the counterparts shall together constitute the same agreement.
29.   Dispute Resolution
29.1 Any dispute arising from or related to this Agreement will be finally settled by binding arbitration in San Francisco, California, under the Rules of the International Centre for Dispute Resolution by one (1) arbitrator appointed in accordance with such rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
29.2 However, nothing in this Section will prevent or delay either party from applying to any court of competent jurisdiction for temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, and such action will not serve as an abridgement of the powers of the arbitrator.
29.3 The prevailing party in any action may be allowed to recover from the other party its attorneys’ fees,
arbitration fees, court costs and other reasonable expenses associated with such action.
30. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Illinois, U.S.A., not including its conflict of law principles. The parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods

AGREEMENT ACCEPTANCE
By purchasing CADDYBAR™ products at wholesale, you acknowledge that you have read, understood, and agree to these terms.

Partee Group, LLC
Owner of CADDYBAR™
2413 W Algonquin Road
Suite 405
Algonquin, IL 60102