6716 - 75 Street NW, Edmonton, Alberta, Canada T6E 6T9

Phone: (780) 465-6463 email: info@mindalive.com

SALES AGREEMENT

THIS AGREEMENT is made this 11 day of January , 2024 between Mind Alive Inc., a company
duly organized and existing under the laws of the Province of Alberta, and having its principle place of
business at 6716 – 75 Street NW, Edmonton, Alberta, Canada, T6E 6T9, (the
“Manufacturer”) and ___________________________________________ (the “Sales Representative”),
Overtech trading Establishment
(I) The Manufacturer is engaged in the business of manufacturing and selling Audio-Visual Entrainment
whereas:
(AVE) devices and Cranio-Electro Stimulation (CES) devices, (the “Products”), and,
(II) The Manufacturer desires to engage the Sales Representative to offer and sell on behalf of the
Manufacturer the Products from a location based in Riyadh, Saudi Arabia .
(III) The Sales Representative is engaged in the business of locating, contacting, and generating sales to
prospective purchasers of products and services.
THEREFORE, the parties hereby agree as follows:
(1) APPOINTMENT: The Manufacturer hereby engages the Sales Representative to sell the Products to
persons, firms, and corporations in accordance with the terms and conditions of this Agreement.
(2) ACCEPTANCE OF APPOINTMENT: The Sales Representative accepts the appointment described in
paragraph (1) above and agrees to sell the Products and shall devote such time and effort to the sale of
the Products as are reasonably required.
(3) NON-COMPETITION AND CONFIDENTIALITY:
(I) The Sales Representative agrees that they will not at any time or in any manner, either directly
or indirectly, disclose to any person, firm, or corporation any material, documentation, or
information which is considered confidential or a trade secret of the Manufacturer. This includes
but is not restricted to all electronic schematic related drawing, software, research and
development, and development marketing strategies. The Sales Representative agrees that
such knowledge is confidential and will not be used, divulged, or disclosed by the Sales
Representative for his own benefit or the benefit of others.
(II) The Sales Representative agrees that during the term of this contract that they will not directly
or indirectly, form or become or be a party to a business or business association of any kind with
the purpose of assisting in the design or production of repetitive light and sound and/or brainwave
entrainment devices that are the same as or similar to the Products produced by the
Manufacturer.
(4) NON-EXCLUSIVITY:
(I) The Sales Representative shall have the non-exclusive right to sell the Products to persons,
firms, and corporations anywhere (with the exception of all Amazon platforms) based on
referrals or advertising originated by the said Sales Representative.
(II) During the term of this agreement, the Manufacturer will not knowingly enter into a sales
agreement with anyone who was originally a customer of the Sales Representative, without the
expressed permission of the Sales Representative, providing the Sales Representative advises
the Manufacturer of any customers who have expressed interest in becoming a sales
representative in the area.
(III) The Manufacturer shall not be held liable for payment of any compensation to the Sales
Representative for sales made by third party persons, firms, or corporations carrying the
Manufacturer’s Products.
(IV) In the normal course of its business, the Manufacturer promotes and advertises itself in various
media including, but not limited to, advertisements in national and international publications, and
an internet commercial home page. The Manufacturer reserves the right to make any sales as
a result of its own advertising, promotion, or referrals from previous customers.
(5) TERM: This agreement shall continue in full force and effect for a term of one year from the date hereof
and shall continue in such full force and effect for successive periods of one year thereafter, unless
terminated by either party by the giving of notice in writing by email or registered mail at least ten (10)
weeks prior to the expiration of any such period.
(6) EXPENSES: All expenses for advertising, office, traveling, postage, telephone, and photocopies or
otherwise, which the Sales Representative may incur in the sales promotion of the Manufacturer’s
products shall be of the account of the Sales Representative.
(7) DUTIES OF THE SALES REPRESENTATIVE: The Sales Representative shall at all times during the term of
this Agreement, devote adequate time, skill, and attention to maximize sales of the Products, and hereby
assumes the obligation to represent the Manufacturer and the Products in an honest and ethical
manner. No claims about the Products other than claims made by the Manufacturer may be made by
the Sales Representative. No false representations or claims about the Products will be made by the
Sales Representative. The Manufacturer will not be liable or responsible for any claims made by the
Sales Representative other than claims made by the Manufacturer. The Sales Representative must
offer to its customers, at minimum, the same warranty and return policy the Manufacturer offers.
(8) OBLIGATIONS OF THE MANUFACTURER: The Manufacturer agrees at all times to the best of its ability to
manufacture and have on hand Products in sufficient quantity to make timely deliveries of all Products
to be sold by the Sales Representative.
(9) EMPLOYMENT OF SUBAGENTS: The Sales Representative shall have the right to employ, at its own
expense and without obligation to the Manufacturer Subagents to work for the Sales Representative
in the sales of the Product. The Subagents must comply with the duties of the Sales Representative as
outlined in paragraph 7.
(10) RIGHTS OF SALES REPRESENTATIVE UPON TERMINATION: In the event this agreement is terminated on its
initial termination date, or any subsequent termination date as set forth in Paragraph (5), the Sales
Representative shall have no claim to any indemnification, damages, or further compensation.
(11) RELATIONSHIP: The Sales Representative acknowledges and agrees that the relationship intended by
this Agreement is that of supplier and purchaser.
(12) EXPRESS CONSENT: By signing this Agreement, the Sales Representative gives the Manufacturer
express consent to be added to the Manufacturer’s mail/email lists. It is the responsibility of the Sales
Representative to provide current email and other contact information to the Manufacturer.
(13) MODIFICATIONS: During the term of this Agreement, any of its provisions may be modified or amended by
mutual agreement of the parties, signified in writing. Such modification may be general, applying to all
future relations under the Agreement, or special, to apply to one or more sales negotiations, in which
case such special modification shall not invalidate or affect other negotiations.

INTENDING TO BE LEGALLY BOUND, Manufacturer and Sales Representative have executed this agreement as
of the date first written above.

For: Mind Alive Inc. For: SALES REPRESENTATIVE

Digitally signed by Mohammed

____________________________
David Siever, C.E.T., President
Mohammed Raffic Raffic
_______________________________________
Date: 2024.01.11 18:33:09 +03'00'
Signature

Name: __________________________________
MOHAMMED RAFFIC
Company: OVERTECH TRADING EST.
__________________________________
Address: __________________________________
4081 Muhammad Ibn Abdulaziz Ad Daghaythir Street

City: Riyadh, Saudi Arabia

__________________________________
13314
Prov, PC/State, Zip: __________________________________
Phone: +966114829148
__________________________________
Email: r.sales@overtech.com.sa
__________________________________
Website: www.overtech.com.sa
___________________________________