Draft Exclusive Distribution Agreement

IN WITNESS WHEREOF, the parties have arranged for this Agreement to be signed on the date and year in writing above. 3. Supplier hereby designates Distributor as its [exclusive/non-exclusive] distributor for the duration of this Agreement for the sale and distribution of the Products in and throughout the Territory. The distributor will maintain or maintain sales representatives for the distribution of the products handled by the distributor. One. Subject to the terms of this Exclusive Distribution Agreement, Supplier appoints a distributor and Distributor accepts such appointment and agrees to act as the Supplier`s exclusive distributor of Supplier`s Products (defined below) in the geographic area defined below (the “Territory”): A distribution agreement defines the terms and conditions that a Distributor follows for the sale of Products supplied by a Supplier. become. The designation of a Distributor by the Supplier in Section 1 of this Agreement is an exclusive appointment to distribute the Products in the Territory. The supplier may not independently advertise, advertise and sell suppliers` products, support suppliers` products or appoint additional distributors for suppliers` products in the territory. 4.

The Distributor will do its best to promote the sale and distribution of the Products. 24. This Agreement is the entire agreement between the parties. Neither party has made any representations or representations to the other party that are not set forth in this Agreement. This Agreement and the attached Annex (expressly incorporated herein by this reference) contain the complete and complete agreement between the parties with respect to the subject matter of this Agreement. It replaces all previous written or other negotiations, declarations and proposals relating to its subject matter. Any modification, revision or addition to this Agreement shall be made in writing and signed by the authorized representatives of both parties. Distributor acknowledges and agrees that any failure by Supplier to enforce any provision of this Agreement at any time or for a period of time shall not be construed or construed as a waiver of these Terms or Supplier`s right to enforce any provision thereof. This Agreement may be concluded in several considerations, each of which shall be considered original.

Provisions of this Agreement that are not fully enforced under the express terms of this Agreement during the term of this Agreement shall survive termination of this Agreement to the extent applicable. 15. The supplier or distributor must notify its intention to terminate the contract in writing at least [number] months before a termination date in order to terminate the contract without penalty. One. is declared insolvent or makes a voluntary application for insolvency or otherwise enters into a compromise or agreement in favour of creditors. Does not meet at least [percentage] per cent of the mutually agreed sales performance targets set out and set out in part of the attached document. Fails to maintain a good reputation in all federal and state licenses and permits required to conduct its business. Changes or will be affected by a change in majority ownership of its business This Agreement shall be governed in all respects by the laws of the State, United States, which shall apply without reference to the conflict of laws rules under which any other law may otherwise apply. The United Nations Convention on Contracts for the International Sale of Goods does not apply to purchases or transactions entered into under this Agreement. The venue of all actions brought against each other by the parties to this Agreement with respect to or as a result of this Agreement shall be appropriate only in an appropriate [state] state court or the United States district court for the district of [the state]. The Distributor hereby submits to the exclusive jurisdiction of these courts and consents to the delivery of the process by confirmed fax transmission or commercial mail (with written confirmation of the receipt returned to the sender).

Titles or headings preceding the text of the sections and subsections are inserted for reference purposes only and do not constitute part of this Agreement, and do not affect the meaning, interpretation or effect of this Agreement. .