Dealer Agreement

THIS MASTER DEALER AGREEMENT (this Agreement) is made and entered into effective as of 00/00/2015 (the Effective Date), by and
between Dealer (-----------------), a corporation, having its principal office at IRAN ISLAMIC REBOBLIC., and Aelia ArchiTECH, an
exclusive distributor for Insteon, Smart LABs (SLI) products in Saudi Arabia and middle east , having its principal office at 34, Hail Center, King
Fahed Road, Al-Khobar, KSA. +966 13 830 1110, www.aelia.me
WHEREAS, this Agreement is intended to set forth the terms and conditions applicable to the purchase of goods from Aelia by Dealer for resale and
install to customers in IRAN ISLAMIC REBUBLIC.
NOW, THEREFORE, in consideration of the mutual covenants, the parties hereby agree on the following Terms:
1.

Independent Contractor Relationship:

The relationship of Aelia and Dealer established by this Agreement is that of independent contractor. Dealer is a principal and is
purchasing the Products for resale and installation at customer premises. During the term of this Agreement, Aelia will sell and deliver to
Dealer, and Dealer will purchase, accept delivery of and pay for all Products shipped. The sale of Products under this Agreement will
include only a license to any computer programs and other software included in the Products.

2.

Purchase Orders:
Dealer will complete, sign and submit to Aelia a purchase order for any Products Dealer desires to purchase from Aelia for resale by
Dealer in the Territory of TAHRAN territory). And to launch projects in the Territory of IRAN ISLAMIC REBOBLIC .All purchase
orders will be subject to acceptance, in whole or in part, by Aelia. Within 10 days after receipt of any purchase order, Aelia will notify
Dealer of its acceptance or rejection thereof, otherwise the purchase order will be deemed accepted. Dealer may cancel purchase orders
for Products provided notice is received by Aelia prior to shipment and within five days from purchase order. If demand exceeds Aelias
Stock of Products, Aelia may take a longer time to deliver and delivery time will be provided upon acceptance of the purchase order.

3.

Payments:
Aelia will include an invoice with each shipment of Products. Dealer will pay to Aelia for the balance of invoice amount at time of order.
100% payment to be made before shipment.

4.

Shipping Terms:
Aelia will deliver the Products FOB to dealer premises. Title and risk of loss shall pass from Aelia to Dealer at FOB point. Further, Dealer
will be responsible for carrier shipping payments, submitting shipping claims for loss and damage, scheduling appointments at destination,
tracking and tracing shipping in transit, and paying additional shipping expenses incurred in connection with an expedited shipment.

5.

Price Protection:
If Aelia permanently decreases the price for any Product, the lower price will be reflected on Dealer invoice for any Product shipped after
the effective date of the price decrease. In addition, Aelia will give 30 days prior written notice to Dealer of an increase in the price of any
Product. The price increase will apply to purchase orders that are accepted by Aelia after the effective date of price increase.

6.

Defective Products:
Any defective production run, or violate any applicable laws, Aelia shall evaluate then replace at its option. Within 2 years of guarantee.

7.

Discontinued Product:
A Discontinued Product means any Product that Aelia has stopped offering for sale. Aelia agrees to provide Dealer with at least 30 days
advance written notice of the occurrence of a Discontinued Product, or as soon as reasonably possible.

8.

Protection of SLI Proprietary Rights:

Dealer will properly identify and accurately describe the Products as the products of SLI. Dealer will not alter, remove, deface or obscure
any notice of any Proprietary Right on the Products and will not add to the Products any other trademark or notice of any other Proprietary
Right. Software and trademark license are protected under this term.

9.

Territorial Restrictions:
Dealer will not promote market, sell, ship, deliver, export or distribute the Products outside the Territory, or to a person that Dealer knows
or should know intends to resell the Products outside the Territory.

10. Training:
Aelia will assist with the training of Dealer personnel as reasonably necessary to ensure that Dealers sales and service personnel will be
adequately knowledgeable with respect to the Products. Training will be provided at Aelia offices or online. Training is obligated, and to
be chosen by Dealer from one of the following
Free of charge training is provided in case of buying Aelia Training Demo. ( 850 USD ) PLEASE CHOOSE ONE TO START
Or, Free of charge training provided in case of initial order with value of 6800 USD,

11. Annual Target:

Failing to maintain bellow Targets, will result inability for Dealer to purchase in any Price Level except for Level1, if Dealer
recovered Annual Target, he may proceed with regular Purchasing Levels.
Year 1 ending __/03/2015__: A minimum of USD 25,000___ in purchases received at agreed to costs
Year 1 ending __/03/2015__: A minimum of USD 30,000___ in purchases received at agreed to costs
Year 1 ending __/03/2015__: A minimum of USD 42,000___ in purchases received at agreed to costs

12. Purchasing Level, are the price for an ordered items calculated based on the bellow categories, the higher the Level the lower the price:
Level 2 for POs starting from ___0 USD______ up to __25,000 USD_______
Level 3 for POs starting from 25,500 USD______
Aelia will provide ----------------- with its stock list of Insteon products when requested by --------------.
13. Any of the above terms is subject to change, under written consensus from both parties; the changes are effective from written consensus date up
to end of current contract.
14. Confidentiality:
In addition to any non-disclosure agreement entered into between the parties, this Agreement and any information marked as confidential or
that, regardless of form (written/electronic/oral) or marking, is of the nature that a reasonable person would understand its owner would not
want it disclosed to the public will be considered to be Confidential Information.

IN WITNESS WHEREOF, this Agreement is made effective as of the date first written above.

Dealer----------------

Aelia ArchiTECH

Authorized Officer:

Authorized Officer:
(Signature)

Name:

(Signature)

Name:
(Please Print)

(Please Print)

Title:

Title:

Date:

Date: