INTERNATIONAL DISTRIBUTION AGREEMENT Document Ref: IDA-2026-001 Date of Preparation: June 1 2026 SUPPLIER: SunFresh Foods Pvt Ltd Mumbai Maharashtra India Email: [supplier email] DISTRIBUTOR: AlNoor Trading LLC Dubai United Arab Emirates Email: [distributor email] 1. RECITALS 1.1 SunFresh Foods Pvt Ltd is a food manufacturer and brand owner of a packaged organic spice range of 12 SKUs produced in India. 1.2 AlNoor Trading LLC is an established food trading company with a commercial presence in the UAE and Oman. 1.3 Both parties confirm mutual intent to document the terms of this international distribution arrangement through this agreement. 2. DEFINITIONS 2.1 Supplier: SunFresh Foods Pvt Ltd. 2.2 Distributor: AlNoor Trading LLC. 2.3 Products: The 12 SKU packaged organic spice range described in Section 4 of this document. 2.4 Territory: The United Arab Emirates and the Sultanate of Oman. 2.5 Exclusive Distribution: The right granted to AlNoor Trading LLC to be the sole authorized distributor of the Products in the Territory. 2.6 Minimum Purchase Commitment: The minimum annual purchase value of USD 150,000 the Distributor must achieve in each Contract Year. 2.7 Transfer Price: The price at which the Supplier sells the Products to the Distributor, being the Supplier's list price less 30%. 2.8 Contract Year: Each 12-month period from the Effective Date. 2.9 Effective Date: The date on which both parties sign this agreement. 3. APPOINTMENT AND EXCLUSIVITY 3.1 SunFresh Foods Pvt Ltd appoints AlNoor Trading LLC as its exclusive authorized distributor for the Products in the UAE and Oman. 3.2 AlNoor Trading LLC accepts this appointment on the terms documented in this agreement. 3.3 For the duration of this arrangement, SunFresh Foods Pvt Ltd will not appoint any other distributor for the Products in the UAE or Oman and will not sell the Products directly into the Territory without prior written consent from AlNoor Trading LLC, except for any direct key account arrangements confirmed in writing before the Effective Date. 3.4 Exclusivity is conditional upon AlNoor Trading LLC meeting the Minimum Purchase Commitment in each Contract Year. Failure to meet the minimum commitment gives SunFresh Foods Pvt Ltd the right to convert the arrangement to a non-exclusive appointment with 90 days written notice. This exclusivity arrangement must be reviewed by a qualified attorney for competition law compliance. 4. PRODUCTS AND TERRITORY 4.1 The Products covered by this arrangement are the SunFresh packaged organic spice range consisting of 12 SKUs. The specific SKU list will be agreed and attached before the Effective Date. 4.2 New products may be added to this arrangement by written agreement of both parties. 4.3 AlNoor Trading LLC may sell and market the Products in the UAE and Oman only. Active marketing or sales outside this Territory require prior written consent from SunFresh Foods Pvt Ltd. 5. TRANSFER PRICE AND MINIMUM PURCHASE 5.1 The Transfer Price is the Supplier's list price less a 30% distributor discount. All invoices and payments will be in USD. 5.2 SunFresh Foods Pvt Ltd may adjust pricing with 90 days written notice to AlNoor Trading LLC. 5.3 AlNoor Trading LLC has the freedom to determine its own resale prices in the Territory. A qualified attorney must advise on competition law requirements regarding any resale price guidance. 5.4 The Minimum Purchase Commitment is USD 150,000 per Contract Year. Failure to meet this commitment gives SunFresh Foods Pvt Ltd the right to review the exclusivity arrangement. 6. ORDER PROCESS AND PAYMENT 6.1 Orders must be submitted by email in the agreed format with a minimum order value of USD 5,000 per order. 6.2 Lead time from order confirmation to readiness for dispatch is 21 days. 6.3 Delivery terms are FOB Mumbai. AlNoor Trading LLC is responsible for arranging and paying for shipping and insurance from the port of origin. 6.4 AlNoor Trading LLC must notify SunFresh Foods Pvt Ltd of any shortage or damage within 7 days of delivery. 6.5 Payment is due 60 days from invoice date by wire transfer. Late payment will result in suspension of order processing until the outstanding amount is settled. 7. QUALITY, WARRANTY, AND AFTER-SALES 7.1 SunFresh Foods Pvt Ltd confirms all Products will meet agreed quality specifications and applicable food safety standards. 7.2 A 12-month warranty applies to all Products from the date of delivery. Defective Products will be replaced or credited at the Supplier's election. 7.3 AlNoor Trading LLC will handle first-line customer queries in the Territory. SunFresh Foods Pvt Ltd will provide technical support within 5 business days of any escalated query. 8. INTELLECTUAL PROPERTY AND BRAND 8.1 SunFresh Foods Pvt Ltd grants AlNoor Trading LLC a limited, non-exclusive, non-transferable license to use its trademarks and brand assets solely for marketing the Products in the Territory during the term of this arrangement. 8.2 All marketing materials bearing the SunFresh brand must be approved by SunFresh Foods Pvt Ltd before use. 9. MARKETING AND COMPETING PRODUCTS 9.1 AlNoor Trading LLC will participate in at least one relevant trade show in the Territory per Contract Year. SunFresh Foods Pvt Ltd will provide approved marketing materials and product samples. 9.2 SunFresh Foods Pvt Ltd will provide 2 product training sessions per year. 9.3 AlNoor Trading LLC may not distribute, market, or sell packaged organic spice products that directly compete with the Products during the term of this arrangement. A qualified attorney must assess this non-compete provision for competition law compliance. 10. REPORTING AND RECORDS 10.1 AlNoor Trading LLC will provide quarterly sales reports covering units sold, revenue generated, and pipeline status. 10.2 SunFresh Foods Pvt Ltd may request a records review with 21 days written notice. 11. TERM AND TERMINATION 11.1 The initial term is 3 years from the Effective Date. The arrangement will automatically renew for 1 year periods unless either party gives 90 days written notice before renewal. 11.2 Either party may terminate for material breach with 30 days written notice identifying the specific concern. 11.3 Upon termination AlNoor Trading LLC must immediately cease using the SunFresh brand and trademarks, return all marketing materials, and cooperate in transitioning customer relationships. 11.4 AlNoor Trading LLC may sell existing inventory during a 90-day sell-off period following termination. 12. GOVERNING LAW AND DISPUTES 12.1 Laws of Maharashtra India govern this arrangement. 12.2 Disputes will first be addressed through direct good-faith negotiation. If unsuccessful, disputes will be resolved by ICC arbitration in Dubai. SIGNATURE BLOCK: Note: Both parties should have this document reviewed by a qualified commercial and international trade attorney before signing. The arrangement may be subject to mandatory local law provisions in the UAE and Oman that a qualified attorney must identify and address. SunFresh Foods Pvt Ltd (Supplier) Signature: ________________ Date: ____________________ AlNoor Trading LLC (Distributor) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ DISCLAIMER: This International Distribution Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal advice and does not guarantee market exclusivity or regulatory compliance. Always have this document reviewed by a qualified commercial or international trade attorney before either party signs or acts upon it.