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International Distribution Agreement

1. following section prohibits Company from selling products that are similar to the products defined in this Agreement If Company will be able to sell such products you should say so 44 Other Products Company shall not sell any products with specifications comparable to those of the products lt Section 5 describes the Distributor s specific responsibilities Obviously since each distribution arrangement is unique you might want to add or even delete certain obligations that will be imposed on the Distributor 5 Distributor s Responsibilities During the term of this Agreement the Distributor agrees to the following 5 1 Distribution to Dealers The Distributor may distribute the products to any dealers lt Section 5 2 requires the Distributor to maintain certain inventory levels based on the number of days anticipated enter the number in the brackets The quota is the absolute minimum time the Distributor has to order from Company each month 5 2 Minimum Commitments The Distributor shall maintain an inventory of products and warehousing facilities suffici o adequately serve the demands of its dealers on a timely basis Such inventory shall equal or the quantity of products necessary to meet reasonably anticipated demands of the dealers for at least xx days The Distributor shall in all cases order from Company at least the quota of each product each and every month lt Section 5 3 describes certain m
2. 8 5 Taxes The Distributor s Purchase Price does not include any federal state or local taxes that may be applicable to the Products excluding taxes based upon the income of Company when Company has the legal obligation to collect such taxes the appropriate amount shall be added to the Distributor s invoice and paid by the Distributor unless the Distributor provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority lt Indicate when the payment is due The number of days following the invoice enter amount in the brackets 8 6 Payment Full en Distributor s Purchase Price for the Products including any freight taxes or other applicable costs initially paid by Company but to be borne by the Distributor shall be made by the Distributor to Company with xx days of shipment and payment shall be made by wire transfer check or other instrument approved by Company Payment shall be in United States dollars and shall be in an amount equal to the Distributor s Purchase Price for the Products plus all applicable taxes shipping charges and other charges to be borne by the Distributor All exchange interest banking collection and other charges shall be at the Distributor s expense The Distributor shall pay all of Company s costs and expenses including reasonable attorneys fees to enforce and preserve Company s rights Insert the monthly interest rate to be app
3. 8 9 Distributor Pricing The Distributor is free to determine its own resale prices for the products Although Company may publish suggested list prices these are suggestions only and are not binding in any way 8 10 Dealer Pricing The Distributor shall inform each Dealer that it is free to determine its own retail prices and that although Company may publish suggested retail price lists they are suggestions only and are not binding in any way 9 Shipment Risk of Loss amp Delivery Section 9 addresses the issue of who bears the risk of loss and who owns the modifications made to the products along with a number of matters related to shipping Again numerous sections are without comments as they are self explanatory amp Following are two Section 9 15 Choose the one that fits your needs Choose the first Section 9 1 if you want Company to bear the risk of loss for the products until they are actually delivered to the Distributor Choose the second Section 9 1 if you want the Distributor to assume that risk 9 1 Risk of Loss Except as provided below title to the products purchased pursuant to this Agreement will pass upon delivery to the Distributor Company assumes the risk of loss and damage of the products in transit from Company s shipping point to the point of destination 9 1 Risk of Loss Except a vided below title to the products purchased under this Agreement will pass upon shipment
4. Company to cooperate with the Distributor in the event that the Distributor makes any improvements to the products 6 4 Implementation of Enhancements Company shall cooperate with the Distributor in evaluating reviewing and aggressively implementing mutually approved enhancements and refinements to the products amp Following are two Section 6 55 Choose the one that fits your needs The first Section 6 5 deals with technical support provided by Company directly to the Distributor If technical support will be provided define the scope of that support The bracketed items are to help you define the parameters of the support The second Section 6 5 should be used if no support will be given 6 5 Technical Support Company shall provide the following technical support during its normal business hours 1 engineering support at no charge to the Distributor s engineering personnel in the form of telephone consultatio d 2 field support at no charge to the Distributor s field engineering personnel in the form of telep consultation OR 6 5 Technical Support Company shall not provide any technical support to the Distributor amp Following are two Section 6 65 Choose the one that fits your needs Assuming Company will be providing system documentation to the Distributor you should include the following Section 6 2 This section not only describes the documentation and designates the number to be
5. Company shall also arrange for insurance coverage of these final shipments the cost of which will be reimbursed by the Distributor 8 Prices Discounts amp Payments 4 8 sets the prices to be charged the Distributor for the initial order and all subsequent orders Most of the sections are not commented on as they are fairly straightforward 8 1 Suggested List Prices A copy of Company s current suggested list price schedule for the products is set forth in Exhibit E attached to the end of this Agreement Company may change the suggested list prices of any products at any time 8 2 Prices All prices are F O B Supplier s plant currently located at the address listed for Company at the beginning of this Agreement Section 8 3 is the price for the initial order For the first insert enter the discount off the list price and for the second insert give the total price for the initial order 8 3 Supplier Prices to Distributor for the Initial Order Company shall sell each product in the Initial Order to the Distributor at a x discount off the list price The aggregate purchase price for the initial order is x lt Section 8 4 sets the discount off the list price for all subsequent orders Insert the discount to be applied to those orders 8 4 Supplier Prices to Distributor for Subsequent Orders Company shall sell each product in subsequent orders to the Distributor at a x discount off the list price
6. event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God strike fire flood governmental acts orders or restrictions Internet system unavailability system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non performing party a Force Majeure Event the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period However if the period of nonperformance exceeds sixty 60 days from the receipt of notice of the Force Majeure Event the party whose ability to perform has not been affected may by giving written notice terminate this Agreement effective immediately upon such notice or at such later date as is therein specified lt This section limits the ability of either party to transfer any of its rights or delegate any of its duties to third parties lt W Youwantto make sure that you can sell your business along with all of the relationships you have developed along the way Often these relationships can add tremendous value to your business and you want to make sure that all of your agreements can be transferred to the new owners wouldn t want to seek let alone p
7. nts patent applications trade secrets and know how 2 any work of authorship regardless of right ability but including copyrights and any moral rights recognized by law and 3 any other similar rights in each case on a worldwide basis Quota Specified minimum quantities of the products as set forth in Exhibit B attached to the end of this Agreement consisting of an initial purchase order and a continual minimum monthly volume commitment Trademarks The Trademarks specified in Exhibit attached to the end of this Agreement 2 Term lt In Section 2 you set the term of the distributorship Note that you can always renew this or any other Agreement upon the mutual consent of the parties 2 1 Term This Agreement shall commence on the Effective Date and shall terminate Month Day Year following that Effective Date unless it terminates sooner according to the provisions of this Agreement The Parties may renew this Agreement in writing upon mutual Agreement lt There are certain clauses in this Agreement that you will want to continue referred to as survive the actual termination of the Agreement For example while the Agreement may terminate warranties regarding the products would still be effective depending on how you wrote the Agreement 2 2 Continuation or Survival of Certain Sections Certain sections as indicated below will survive and remain effective even after the termination of this Agreemen
8. remedies for breach may be in equity by way of injunctive relief as well as for damages and any other relief available to the non breaching party whether in law or in equity lt Assuming the parties wish to use Arbitration in the event of a dispute the following section should be included You take your chances with an arbitrator but it keeps legal costs down and keeps you out of a drawn out legal process 15 9 Arbitration Any disp plating to the interpretation or performance of this Agreement shall be resolved at the request of eitn r party through binding arbitration Arbitration shall be conducted in County State in accordance with the then existing rules of the American Arbitration Association Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction Company and Client intend that this Agreement to arbitrate be irrevocable lt Merely delaying to bring an action that one party has a right to bring does not cause that party to lose or waive his right to pursue that action 15 10 Delay is Not a Waiver No failure or delay by either party in exercising any right power or remedy under this Agreement except as specifically provided in this Agreement shall operate as a waiver of any such right power or remedy Neither party will be blamed if there is a problem resulting from something beyond its control such as an earthquake flood war 15 11 Force Majeure In the
9. International Distribution Agreement lt You make and market a product and you want a reseller in other countries to sell for you use this sample contract lt See also Sales Representative Foreign if you are doing business with just one person acting on your behalf The first part of the Memorandum should be completed and distributed to the Distributor Supplier along with a copy of the International Distribution Agreement Date Date To Name of Distributor Supplier From Owner Founder Company Subject International Distribution Agreement Attached is a Distribution Agreement to identify all of the terms and conditions of our distribution arrangement I believe that it embodies everything we discussed Please read the agreement carefully We recommend that you also have it reviewed by your own qualified legal counsel Time is of the essence Please sign and return it to me asap Thank you very much Click to Visit Web Page From JIAN NOTICE We wish we could provide an agreement that was tailored exactly to your business While this is not always possible we feel that we ve come very close and that this document provides you with the head start that you need to get your deal moving Nevertheless we must make this disclaimer Do Not Use This Agreement As Is This Agreement Is Not Legal Advice Readit Thoroughly and Make All Appropriate Changes to Fit You
10. Territory or if it is adjudicated that the Products or any part thereof infringe any patent or copyright of the United States or any nation in the Territory or if the sale or use of the Products or any part thereof is as a result enjoined then Company may at its option and expense 1 procure for the Distributor and its Customers the right under such patent Copyright or trademark to sell or use as appropriate the Products or such part or 2 replace the Products or part of them with other suitable Products or parts or 3 suitably modify the Products or part of them or 4 if the use of the Products or part of them is prevented by injunction remove the Products or part of them and refund the aggregate payments paid by the Distributor less a reasonable sum for use and damage Company shall not be liable for any costs or expenses incurred without its prior written authorization 14 7 2 Limitation Despite the provisions of Subsection 14 7 above Company assumes no liability for 1 infringements covering completed equipment or any assembly combination method or process that any of the Products may be used but not covering the Products standing alone 2 trademark infringements involving any marking or branding not applied by Company or involving any marking or branding applied at the request of the Distributor or 3 infringements involving the modification or servicing of the Products or any part of them unless such modifi
11. al packing expense shall be paid by the Distributor The Distributor shall also bear all applicable taxes duties and similar charges that may be assessed against the Products after delivery to the carrier at Company s plant Itis okay for Company to make partial shipments to be paid for separately 9 4 Partial Delivery Unless the Distributor clearly advises Company to the contrary in writing Company may make partial shipments of the Distributor s orders to be separately invoiced and paid for when due Delay in delivery of any installment shall not relieve the Distributor of its obligation to accept the remaining deliveries unless canceled pursuant to Section 7 3 of this Agreement 9 5 Delivery Schedule amp Delays Company shall use reasonable efforts to meet the Distributor s requested delivery schedules for the products Should orders for products exceed Company s available inventory Company will allocate its available inventory and make deliveries on a basis Company deems equitable in its sole discretion and without liability to the Distributor on account of the method of allocation chosen or its implementation lt Until the Distributor pays for a Product Company retains the title It is the Distributor s duty to keep those Products separate from others and to maintain adequate insurance 9 6 Reservation of Title Transfer of title for each Product shipped to the Distributor shall be subject to full paym
12. arge a restocking fee equal to the percentage entered in the brackets of the Distributor s purchase price for that Product 5 11 Return of Products after Rejection Period After the Rejection Period the Distributor may return a product to Company for any reason without Company s prior written consent For any such Product Company may charge the Distributor a restocking fee equal to x of the Distributor s Purchase Price for that Product and shall credit the balance of the Purchase Price to the Distributor s account 5 12 Import amp Export Requirements The Distributor shall at its own expense pay all import and export licenses and permits pay customs charges and duty fees and take all other actions required to accomplish the export and import of the Products purchased by the Distributor The Distributor understands that the Products may be subject to regulation by agencies of the United States government including United States export controls that prohibit export or diversion of certain technical Products to certain unauthorized countries or for certain unauthorized uses The Distributor warrants that it will comply in all respects with the export and re export restrictions set forth in the export license for every Product shipped to the Distributor Company will take all steps necessary to obtain such licenses following section establishes Company s responsibilities Obviously since your distribution arrangeme
13. arketing requirements imposed on the Distributor Basically the Distributor has to use its best efforts to distribute the products 5 3 Promotional Efforts The Distributor shall use its best efforts to promote vigorously and aggressively the marketing and distribution of the products The Distributor may advertise the products in advertising media of the Distributor s choice The Distributor shall make full use of all promotional material supplied by Company In all advertising and promotion of the products the Distributor shall comply with Company s standard cooperative advertising policies as specified from time to time lt Distributor must use any packaging provided by Company 54 Supplier Packaging The Distributor shall distribute products with all packaging warranties disclaimers and End User Agreements intact as shipped by Company and shall require all the Dealers to adhere to the terms of the End User Agreements applicable to such products lt Section 5 5 sets forth the regular reports required of the Distributor The first number is the number of days in brackets following the end of the month that the Reports are due The second insert is the number of days following the termination of this Agreement that reports will be due 5 5 Reports The Distributor shall deliver to Company no later than xx days after the end of each month during the term of this Agreement and for Enter number days thereafter a written
14. ay for permission to sell my company 25 lt Generally neither party may assign their respective rights to a third party however with the possible exception of assignment to a successor corporation or partnership either party may transfer its rights or obligations under this Agreement without the approval of the other party This Agreement would be binding on the 3 party amp However you may want to limit each other s ability to pass along this deal to another possibly unknown and possibly unfriendly entity The second paragraph prevents unauthorized transfer of responsibilities lt CHOOSE one or the other of these two following paragraphs 15 12 Assignability amp Binding Effect Except as expressly set forth within this Agreement neither party may transfer or assign directly or indirectly this Agreement or its rights and obligations hereunder without the express written permission of the other party not to be unreasonably withheld provided however that both parties shall have the right to assign or otherwise transfer this Agreement to any parent subsidiary affiliated entity or pursuant to any merger consolidation or reorganization provided that all such assignees and transferees agree in writing to be bound by the terms of this Agreement prior to such assignment or transfer Subject to the foregoing this Agreement shall be binding upon and inure to the benefit of the parties hereto their successors and assign
15. cation or servicing was done by Company 14 7 3 Entire Liability The foregoing provisions of this Section 14 7 state the entire liability and obligations of Company and the exclusive remedy of the Distributor and its Customers with respect to any alleged infringement of patents copyrights trademarks or other intellectual property rights by the Products or any part of them This section often titled Miscellaneous lists a number of standard clauses found in most agreemenis 15 General Provisions General Provisions that follow are fairly standard These provision enhance the balance of the Agreement by explaining issues such as notice assignment legal remedies waiver and attorney fees 23 15 1 Independent Contractors The relationship between both parties established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day to day activities of the other Neither party is an agent representative or partner of the other party Neither party shall have any right power or authority to enter into any agreement for or on behalf of or incur any obligation or liability of or to otherwise bind the other party This Agreement shall not be interpreted or construed to create an association agency joint venture or partnership between the parties or to impose any liability attributable to such relationsh
16. ce of process being effected upon it by registered mail sent to the address set forth at the beginning of this Agreement lt This Agreement is intended to be the only Agreement and that no other documents communications are binding Therefore it is very important to make sure that everything Company and Client have agreed to is included in this Agreement Otherwise it is as if it was not agreed to 15 4 Entire Agreement This Agreement including the attached exhibits constitutes the entire Agreement between both parties concerning this transaction and replaces all previous communications representations understandings and Agreements whether verbal or written between the parties to this Agreement or their representatives No representations or statements of any kind made by either party that are not expressly stated in this Agreement shall be binding on such parties lt changes to this Agreement must be in writing and signed by the party against whom that writing is to be used 15 5 All Amendments in Writing No waiver amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver amendment or modification is sought to be enforced Furthermore no provisions in either party s purchase orders or in any other business forms employed by either party will supersede the terms and conditions of this Agre
17. ckets 13 1 2 A material breach by the other party of any of the terms of this Agreement which breach is not remedied by the other party within xx days of the other party s receipt of notice of such breach or 20 If Company supplies products to other Distributors in violation of this Agreement the Distributor may terminate the Agreement The Agreement will terminate after the number of days entered in brackets following the mailing of the termination notice 13 2 Violation of Distributor s Distribution Rights This Agreement may be terminated by the Distributor upon the sale or distribution of the products in violation of the Distributor s exclusive distribution rights as described in Section 4 1 The Written notice of termination shall be given by registered or certified mail in which event this Agreement shall terminate xx days from the date of mailing of the notice lt If the Agreement is terminated neither party is released from their financial obligations to the other The second sentence of this section states that if the Agreement is properly terminated neither party can sue the other for damages 13 3 Fulfillment of Obligations The termination of this Agreement shall not otherwise release either party from its obligation to pay any sum that may be then or thereafter owing to the other party nor operate to discharge any liability that had been incurred by either party prior to any such termination Except as qualifi
18. ckward and highlight the entire sample text identified within the brackets simply edit type over with your information To make sure your have filled in all the variables use Word s FIND function to locate which may contain an unedited variable a Click the icon in the JIAN menu above to turn the expert comments on off a Upon completion delete any unnecessary blank lines that remain a You may format this document way you like a Delete this page International Distribution Agreement lt This is a standard introductory paragraph that lists the parties to the Agreement and the date the Agreement is being entered into You need to enter the date of the Agreement the names of the parties the type of organization and their addresses Effective Date Date between Company Legal Name Company a State Corporation Partnership Sole Proprietorship located at Address City State Zip Code and Distributor Distributor a Country Corporation Partnership Sole Proprietorship located at Company Address Country Summary lt following section is like an introduction It states that Company is in the business of developing marketing and supporting certain products and that since the Distributor has the ability to distribute those products Company is willing to grant an exclusive Distributorship to the Distributor in t
19. cluding the goodwill pertaining thereto bject to the Distributor s compliance with Company s standard cooperative advertising policies Company hereby grants to the Distributor the right to use and display the Trademarks solely in connection with and solely to the extent reasonably necessary for the marketing distribution and support of the products within the Territory in accordance with the terms and conditions of this Agreement The Distributor shall market distribute and support the products only under the Trademarks and not any other trademark or logo The Distributor shall not use the Trademarks or any other trademarks or trade names of Company or any word symbol or design confusingly similar thereto as part of its corporate name or as part of the name of any product of the Distributor The Distributor shall not remove or alter the products copyright notices trademarks and logs or packaging To protect and preserve the goodwill and image of the products the Distributor shall 1 conduct business in a manner that reflects favorably at all times on the products and the reputation of Company 2 avoid deceptive misleading or unethical practices that are or might be detrimental to Company the products Authorized Dealers or the public including any disparagement of Company or the products 3 make no false or misleading representations with regard to Company or the products 4 refrain from publishing or employin
20. ction with the demonstration use and sale of the products in order to maintain a staff of competent sales personnel conversant in the specifications features and advantages of those products Such training of sales personnel shall include instruction as to the proper use of and restrictions on the use of information provided by Company lt Distributor is required to provide the customer support for the Products 5 9 Service Support Subject to the terms of the Distributor s customer service arrangements the Distributor shall provide service support for the Products it purchases pursuant to this Agreement including but not limited to iding qualified personnel to receive end user inquiries and to conduct field maintenance 4 Section 5 10 describes the procedure for rejecting Products The first insert establishes the rejection period the number of days following receipt the number entered in the brackets after which the Distributor can no longer reject the Product The second insert sets the number of days after notification of a rejection that Company must provide an Material Return Authorization MRA The third insert sets the deadline number of days after receiving the MRA for returning the Products to Company The last insert is the number of days Company has to repair or replace the rejected goods after receipt 5 10 Rejection of Products The Distributor shall inspect all Products promptly upon receipt and may re
21. ed upon from time to time and 3 Redesign or reprogramming of the products to the extent necessary to cure such defects The warranty provided in this section shall be subject to the Distributor s satisfaction of the following conditions 1 the particulars concerning the failure of the products alleged or found to be defective shall be furnished to Company in writing within xx weeks of discovery by the Distributor of such defect 2 the defects so particularized shall be subject to Company s verification 3 no products alleged or found to be defective shall be disposed of by the Distributor for at least xx weeks after Company receives the written particulars concerning such defects and 4 such defective products shall forthwith be returned to Company by the Distributor freight payable at destination if Company so requests The Distributor must give Company a written report of claims once every designated in brackets number of months 10 7 Notice Requirements The Distributor shall provide Company a written report of all warranty claims at least once every xx months 10 8 Non Exclusive Remedy The remedy stated in this Section 10 constitutes the sole and exclusive remedy of the Distributor and insofar as the End User Agreement effectively so provides any Dealer or End User as well as their successors and assigns for any defect or nonconformity in the products 10 9 Product Liability 10 9 1 Indemnification Com
22. ed by the preceding sentence neither party shall by reason of the termination of this Agreement be liable to the other for any damages whether direct consequential or incidental to and including loss of profit or pective profits of any kind sustained or arising out of any such termination Ifthe Distributorship is terminated the Distributor may sell the balance of its inventories but that s about it With respect to the first insert this sets the number of days after termination that an order was scheduled to be shipped If the order goes beyond that period Company may cancel The second insert is a restocking fee that Company can charge to the Distributor to take back products upon termination 13 4 Effect of Termination amp Survival Upon termination of this Agreement the Distributor may continue to dispose of its existing inventories of products but the Distributor shall otherwise discontinue all further promotion marketing and support of the products Without limiting the generality of the foregoing the Distributor shall cease all display advertising and use of all Company names trademarks logos and designations and will not thereafter use advertise or display any such names trademarks logos or designations Upon termination of this Agreement the due date of all outstanding invoices for the products shall automatically be accelerated and all such invoices shall become due and payable All orders or portions thereo
23. elable by the Distributor upon an adverse ruling in the form of a restraining order injunction or other remedy issued by any court of competent jurisdiction preventing or restraining Company from selling or the Distributor from reselling the products In the event of such an adverse court ruling Company shall at its own expense immediately 1 procure for the Distributor the right to continue the use sale or resale of such products purchased under this Agreement or 2 having failed to obtain such right replace or modify such products in order that the Distributor may continue to use sell or resell such products or 3 having failed to replace or modify such products refund to the Distributor the purchase price of all unsold products If Company elects to replace or modify any of the products such replacement or modification shall substantially meet the respective performance and interface specifications of the replaced or modified products lt Following two Section 7 4 2 s Choose the one that first your needs You have two options with regard to the Distributor cancellation The first option is more favorable to Company the second option allows the Distributor more leeway in canceling its orders The Distributor cannot cancel the initial order but it can cancel subsequent orders up to the first period entered in the brackets before the scheduled delivery date If he cancels between the second and third nu
24. ement lt notices between the parties must be in writing and either delivered in person or by certified or registered mail return receipt requested 15 6 Notices Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail postage prepaid with return receipt requested addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder Delivery shall be deemed effective three 3 days after deposit with postal authorities 24 lt the event of a lawsuit or any legal proceeding involving this Agreement the losing party will have to pay the winning party his or her costs and expenses including reasonable attorney fees 15 7 Costs of Legal Action In the event any action is brought to enforce this Agreement the prevailing party shall be entitled to recover its costs of enforcement including without limitation attorneys fees and court costs lt Legal remedies i e money damages may not be sufficient therefore both parties agree to equitable remedies such as an injunction where the breaching party would be required to do or not to do something 15 8 Inadequate Legal Remedy Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage that may not be recovered at law and each agrees that the other s
25. ent of the Purchase Price Until such full payment the Product shall remain the property of Company For all Products to which Company retains title the Distributor shall 1 carry full insurance on the Products throughout the time they are in the Distributor s possession and 2 segregate those Products from other Products in the Distributor s inventory The Distributor agrees to take all such steps as are necessary to assist Company in so retaining title including the signing of any filings necessary pursuant to local law lt Section 10 details the limited warranty being provided by Company 10 Limited Warranty lt is a general warranty provision that the Distributor agrees to pass on to its dealers customers it basically warrants that the products are not defective and provides recourse in the event that they are You may want to replace Company with your company s name to avoid any confusion Company agrees to oleate products at its manufacturing facility so long as the end user returns the product post prepaid You may wish to change this lt We have set the duration of the warranty at one year after the product is shipped to the end user or eighteen months after shipment from Company to the Distributor whichever comes first You may wish to modify these periods 10 1 Warranty to Distributor s Customers The standard limited warranty The Distributor shall pass on to its Customers Company s
26. equential or indirect damages An example of consequential damages would be lost profits when a part failed to work and that caused the factory to shut down 12 2 Exclusion of Consequential Damages In no event shall either party be liable to the other or any dealer or end user for any indirect special or consequential damages including without limitation lost profits costs of delay any failure of delivery or liability to third parties arising from any source even if the party had been advised of the foresee ability of the same Section 13 describes situations where this Agreement can be terminated 13 Termination Either party can terminate the Agreement if any of the following occur 13 1 Termination Events This Agreement may be terminated by either party upon the occurrence of any of the following circumstances lt the event that bankruptcy proceedings are initiated and not dismissed or stayed within the amount of time entered in the brackets 13 1 1 Any assignment for the benefit of the creditors or any bankruptcy reorganization or other proceeding under any bankruptcy or insolvency law is initiated by the other party or is initiated against it and not dismissed or stayed within xx days Where Company or the Distributor is in material breach the non breaching party can terminate the Agreement if the breach is not cured within the period after receiving notice of the breach Enter the period of time in the bra
27. erly rejected the Distributor must give notice of that rejection to Company and will not have to pay for that product s 7 9 Acceptance Tests The Distributor shall formulate subject to Company s approval Acceptance Test Procedures The Distributor has the right to conduct acceptance tests on any of the products and may reject those that fail to pass that test Such rejection shall be evidenced by notice of rejection to Company together with an indication of the basis for that rejection The Distributor shall have no obligations with respect to any products properly rejected by it pursuant to this Agreement lt You should state the payment terms below Be as specific as possible 7 10 Payment Terms Distributor shall pay x of the purchase price with the placement of any order and shall pay any invoices rendered to it in connection with the sale of any products to Company within xx days of its receipt Company will provide the Distributor with the products in he Supplier s packaging so that he Distributor doesn t have to handle the products directly 7 11 Packaging Company agrees to provide appropriate packaging and similar matters as requested by the Distributor in order to permit the products to be shipped directly into the Distributor s distribution system without reopening the FF or otherwise re handling the finished goods l If you want Company t p directly leave Section 7 12 in place lt Enter the per
28. ever or to explain modify or place any construction upon or on any of the provisions of this Agreement Every copy shall be just as valid as the original 15 16 Counterparts This Agreement may be executed in multiple counterparts any one of which will be considered an original but all of which will constitute one and the same instrument lt Even after the termination of the Agreement the parties may still have certain responsibilities such as keeping information confidential 15 17 Survival of Certain Provisions The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason 26 Understood Agreed amp Approved We have carefully reviewed this contract and agree to and accept all of its terms and conditions We are executing this Agreement as of the Effective Date above Company Distributor Owner Founder Distributor Rep Name Title Title 27 Exhibit A Territory Worldwide Specific Country XXX Exhibit B Product Quota XXX 200 Exhibit C Trademarks 28 Exhibit D Supplier Customers 29 Exhibit E Suggested List Price Schedule Product SRP Distributor Cost a Product A a XXX 000 000 XXX 000 000 30 Exhibit F Initial Order
29. eys fees arising from any such claim demand or suit Company shall have sole control of the defense of such action and all negotiations for its compromise or settlement The Distributor shall timely notify Company in writing of any such claim demand or suit and at Company s request and expense provide Company with all available information assistance and authority to enable Company to defend the same Company shall indemnify the Distributor for all such costs damages and expenses as they are incurred lt addition to paying for damages from a breach of this warranty Company agrees to try to obtain the right to the products so that they are no longer infringing 11 3 Continued Use Following notice of a claim or demand or a threatened or actual suit Company shall immediately at its own expense procure for the Distributor the right to continue the use of the products subject to such claim demand or suit or having failed to obtain such right replace or modify such products to make them non infringing or having failed to replace or modify the products refund to the Distributor the purchase price of all unsold products If the Distributor elects to replace or modify any of the products such replacement or modification shall substantially meet the performance and interface specifications of the replaced or modified products Ifthe Distributor makes changes to the products and those changes result in an i
30. f remaining unshipped as of the effective date of termination may be canceled by Company at its option to the extent they call for delivery more than xx days after the date of termination Upon termination of this Agreement Company shall have the option exercisable at any time in its discretion to repurchase some or all of the entire remaining uncommitted inventory of the products held by the Distributor Company shall pay the Distributor for all products so repurchased if received in a new and re saleable condition an amount equal to the discounted price paid by the Distributor to Company less a restocking charge of x percent of such price Upon receipt of any products so reacquired from the Distributor Company shall issue an appropriate credit to the Distributor s account Despite any termination of this Agreement the provisions in Sections 5 4 through 5 6 7 4 through 7 9 7 11 through 7 14 8 through 12 and 14 through 15 shall remain in full force and effect lt This next section deals with the protection of certain proprietary information 14 Confidential Information Trademarks amp Intellectual Property Rights lt parties agree to keep the confidential or proprietary information confidential 14 1 Protection of Information Each party acknowledges that the Information is proprietary to the other party and has been developed as a trade secret at their expense Each party agrees that it will exercise the same ef
31. forts to hold and use such Information in confidence except as otherwise permitted 21 by this Agreement as it uses to protect its own most confidential business information lt parties acknowledge their respective right to seek an injunction regarding the disclosure of confidential information 14 2 Right to Injunction If any party shall attempt to use or dispose of any Information or any of its aspects or components or any duplication or modification thereof in a manner contrary to the terms of this Section the other party shall have the right without the necessity of filing a bond or other security in addition to such other remedies that may be available to it to injunctive relief enjoining such acts or attempts it being acknowledged that legal remedies are inadequate lt Whenever one party plans to mention the other party or this Agreement in a press release it must obtain the written permission of the other party 14 3 Press Releases No press releases or other like publicity or advertising of any nature regarding this Agreement that mentions this Agreement or the other party by name shall be released by a party without the prior written Agreement of the other party lt sure that Section 14 4 covers your trademarks in sufficient detail as it makes clear exactly what the Distributor can and cannot do with those trademarks 14 4 Trademarks Compa hall have and retain sole ownership of the Trademarks in
32. g any misleading or deceptive advertising material and 5 refrain from making any representations warranties or guarantees to Authorized Dealers or to the trade with respect to the specifications features or capabilities of the products that are inconsistent with the literature distributed by Company including all warranties and disclaimers contained in such literature 14 5 No Copying Without the prior written consent of Company the Distributor shall refrain from copying reverse engineering disassembling decompiling translating or modifying the products or granting any other person or entity the right to do so 14 6 Notification The Distributor shall promptly notify Company of 1 any claims allegations or notification that its marketing licensing support or service of the products may or will infringe the Intellectual Property Rights of any other person or entity and 2 any determination discovery or notification that any person or entity is or may be infringing the Intellectual Property Rights of 22 Company The Distributor shall not take any legal action relating to the protection or defense of any Intellectual Property Rights pertaining to the products without the prior written approval of Company The Distributor shall assist in the protection and defense of such Intellectual Property Rights 14 7 Patent Copyright amp Trademark Indemnity 4 Section 14 7 makes it Company s responsibility to defend t
33. hase Orders lt Section 7 describes the parties obligations with respect to purchase orders lt Section 7 1 sets the exact amount and terms for the initial order lt Forthe first insert in Section 7 state the quantity and description of the products comprising the initial order For the second through tenth inserts state the delivery schedule We have broken the initial order into three separate deliveries you can increase or decrease this number For each enter the number to be delivered and the month and year that the delivery is to be completed You should complete Exhibit F which is a copy of the purchase order for the initial order and attach it to the end of this Agreement The last two inserts give the Distributor the option of increasing the initial order If you elect to keep this option the first insert simply describes the product s and the second insert sets the number it can be increased to If you don t want this option delete the sentence 7 1 Initial Order The Distributor hereby places effective upon execution of this Agreement an order for Enter quantity delivery as follows Enter schedule to be delivered Month Day Year Enter schedule to be delivered Month Day Year Enter schedule to be delivered in Month Day Year the Initial Order Attached to this Agreement as Exhibit F is a copy of the purchase order for the Initial Order The Initial Order shall be non cancelab
34. he Distributor in the event that a suit is brought claiming an infringemeni 14 7 1 Indemnification The Distributor agrees that Company has the right to defend or at its option to settle and Company agrees at its own expense to defend or at its option to settle any claim suit or proceeding brought against the Distributor or its Customer on the issue of infringements of any patent or copyright of the United States or a nation in the Territory by the Products sold under this Agreement or the use thereof subject to the limitations set forth Company shall have sole control of any such action or settlement negotiations and Company agrees to pay subject to the limitations set forth any final judgment entered against the Distributor or its Customer on such issue in any such suit or proceeding defended by Company The Distributor agrees that Company at its sole option shall be relieved of the foregoing obligations unless the Distributor or its Customer notifies Company promptly in writing of such claim suit or proceeding and gives Company authority to proceed as contemplated herein and at Company s expense gives pany proper and full information and assistance to settle and or defend any such claim suit If the Products or any part thereof are or in the opinion of Company may become the subject of any claim suit or proceeding for infringement of any patent or copyright of the United States or any nation in the
35. he Territory Company is in the business of developing marketing and supporting certain products defined below The Distributor wishes to distribute to the dealers and remarketers these Products and assures Company that it has the facilities personnel and technical expertise necessary to market the Products in the Territory defined below The Distributor wishes to obtain from Company and Company is willing to grant to the Distributor an exclusive right to distribute these Products in the Territory In consideration for the mutual promises covenants and Agreements made below the parties intending to be legally bound agree as follows 1 For Definitions purposes of this Agreement the following terms will have the indicated definitions Agreement This Agreement is by and between Company and the Distributor Information The documentation technical information and or business information either oral or written that Company or the Distributor furnishes to the other marked as proprietary or confidential or simply treated as such by the disclosing party The Information includes research development or business activities including any unannounced products and services as well as any information relating to services developments services processes plans financial information customer and Supplier lists forecasts and projections Information shall also include the terms of this Agreement A party
36. in writing lt Section 3 4 says that while the Distributor may use Company s trademarks and trade names it has no legal right or interest in that property Furthermore Company may set forth specifics regarding their use in writing and the Distributor must conform its use accordingly 3 4 Use of Trademarks amp Trade Names No right title or interest in or to any trademarks trade names slogans labels and designs used by either Company or the Distributor nor the goodwill connected is conveyed by this Agreement The Distributor may in connection with the promotion and sale of the products pursuant to the terms of this Agreement refer to Company s applicable trade names or trademarks provided that all such references are in conformance with Company s requirements regarding such use as such requirements are communicated to the Distributor in writing from time to time by Company 3 5 Territorial Responsibility The Distributor shall pursue vigorously sales policies and procedures to realize the maximum sales potential for the products in the Territory The Distributor shall not advertise or solicit the sale of the products outside the Territory or establish a repair or maintenance facility outside the territory 4 Distribution Rights lt Section 4 establishes the Distributor s distribution rights Note that it permits Company to sell the products to certain parties under specific circumstances While it may be important f
37. iod prior to shipment that the Distributor must supply Company with shipping instructions 7 12 Direct Shipping The Distributor may request that Company ship directly to any location designated by the Distributor Company agrees to comply with these requests at no additional charge other than transportation charges provided that the Distributor furnishes Company with shipping instructions at least xx days prior to shipment lt Section 7 13 provides an alternative shipping destination that the Distributor can designate Such shipments are treated pretty much the same as shipments directly to the Distributor in that the Distributor has to reimburse Company for insurance and transpiration charges 7 13 Warehousing The Distributor may request that Company ship to its own warehouse or to another warehouse owned by a third party In this event Company s shipment will constitute delivery to the Distributor Company shall procure insurance on behalf of the Distributor to cover risk of damage or loss to these shipments while in the warehouse awaiting final delivery to the customers The Distributor shall reimburse Company for all insurance premiums and transportation charges incurred by Company in the warehousing of these shipments Company shall arrange for final shipment to the customers designated by the Distributor at the Distributor s instruction Final shipment shall be made in full conformity with Section 7 6 except that
38. ip upon either party lt it clear that you will not try to hire away each others employees If you do it happens then there is compensation built in and you can avoid further legal proceedings 15 2 Non Solicitation Neither party shall solicit for employment or hire the other s current or future employees either directly or indirectly during the Term of this Agreement without obtaining the other s prior written approval Should an employee change employment from one party to the other the new employer shall pay the old employer a fee equivalent to Twenty Percent 20 of the employee s new compensation annualized for the first year 4 You must decide which state governs this Agreement and where any legal action would be taken Generally it is your TE state of residence 15 3 Governing Law amp Jurisdiction This Agreement shall be governed by and construed under the laws of the State of State U S A as applied to contracts entered into and to be performed entirely within State except that perfection of the title reserved by Company in Subsection 3 12 above shall be governed by the laws of the Distributor s jurisdiction The federal and state courts within the State of State U S A shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement The Distributor hereby expressly consents to 1 the personal jurisdiction of the federal and state courts within State and 2 servi
39. ject any Product that fails in any material way to meet the specifications set forth in Company s current brochure for that Product Any Product not properly rejected within xx days of receipt of that Product by the Distributor the Rejection Period shall be deemed accepted To reject a Product the Distributor shall within the Rejection Period notify Company in writing or by telex of its rejection and request a Material Return Authorization MRA number Company shall provide the MRA number in writing or by telex to the Distributor within xx days of receipt of the request Within xx days of receipt of the MRA number the Distributor shall return to Company the rejected Product freight prepaid in its original shipping carton with the MRA number displayed on the outside of the carton Provided that Company has complied with its obligations in this Subsection 5 10 Company reserves the right to refuse to accept any rejected Products that do not bear an MRA number on the outside of the carton As promptly as possible but no later than xx working days after receipt by Company of properly rejected Products Company shall at its option and expense either repair or replace the Products Company shall pay the shipping charges back to the Distributor for properly rejected Products otherwise the Distributor shall be responsible for the shipping charges For Products returned after the rejection period Company may ch
40. le except as set forth in Sections 7 3 and 13 3 below The Distributor has the option of increasing the number of x Enter description subject to the Initial Order to xx the subsequent orders orders following the initial order are referred to as Subsequent orders For the first insert indicate how many days after an verbal or telex order is sent that a written confirmation must be mailed in order for the order to be binding In the second insert indicate the number of days Company has to notify the Distributor regarding acceptance or rejection of an order after its receipt 7 2 Subsequent Orders amp Acceptance All orders for Products submitted by the Distributor shall be initiated by written purchase orders sent to Company requesting a specific delivery date provided however that an order may initially be placed orally or by telex if a confirming written purchase order is sent to Supplier within xx days after said verbal or telex order No order shall be binding upon Company until accepted by Company in writing Company shall use its reasonable best efforts to notify the Distributor of the acceptance or rejection of an order and of the assigned delivery date for accepted orders within xx days of receipt of the purchase order No partial shipment of an order shall constitute the acceptance of the entire order absent the written acceptance of such entire order Company shall use its reasonable best eff
41. leged product liability suit related to the products or any part thereof Section 11 deals with warranties by Supplier to Distributor that it has the right to manufacture and or sell the products to Distributor and if it turns out that it doesn t Supplier agrees to indemnify or reimburse Distributor for any resulting damages 11 Ownership Warran Indemnification Company warrants that he has the right to supply the products the Distributor 11 1 Supplier Ownership Warranty Company represents and warrants to the Distributor that 1 the products are the originals with Company 2 the products do not infringe upon any patent Copyright trade secret or other proprietary rights of others 3 Company has full power and authority to grant the rights granted within this Agreement to the Distributor and 4 Company has not previously or otherwise granted any other rights in the products to any third party that conflict with the rights in this Agreement granted to the Distributor lt Inthe event that Company breaches the warranty described above Company will pay any and all damages and expenses resulting from that breach 11 2 Indemnification Company agrees to defend at its expense and hold the Distributor harmless from any claim demand or suit against the Distributor resulting from a breach of any of the warranties set forth above in Section 11 1 and to pay any costs damages or expenses including attorn
42. lied to delinquent amounts owed by the Distributor 8 7 Interest Interest shall accrue on any delinquent amounts owed by the Distributor for the products at the rate of x percent per month or the maximum rate permitted by applicable law whichever is less lt Section 8 8 is a guarantee of the Distributor s financial condition It is assuring Company of its ability to pay for the amount of products on an annual basis enter amount in the brackets 8 8 Distributor Financial Condition The Distributor represents and warrants that it is and at all times during the term of this Agreement shall remain in good financial condition solvent and able to pay its bills when due The Distributor further represents and warrants that it has and at all times during the term of this Agreement shall retain the ability to order and pay for a minimum of x in total annual orders for products The Distributor shall maintain and employ in connection with the Distributor s business under this Agreement such working capital and net worth as may be required in the reasonable opinion of Company to enable the Distributor to carry out and perform all of the Distributor s obligations and responsibilities under this Agreement From time to time on reasonable notice by Company the Distributor shall furnish financial reports as necessary to determine the Distributor s financial condition Company shall have the right to change its financial requirements at any time
43. lly selling to the customers other than the customers to whom it is authorized to sell lt Under certain circumstances Company may sell the products It is important for the Distributor to limit these exceptions or the value of its exclusive Distributorship will be diminished In other words if not properly stated Company might pre empt the Distributor from selling products altogether On the other hand it is also rtant for Company to retain these rights if he wants to be able to sell the products directly Bij 4 2 Reservation of Rights by Supplier Despite the exclusive distribution rights granted to the Distributor pursuant to Section 4 1 Company in addition to the rights set forth in Section 3 1 reserves the following rights with respect to the sale of the Products lt Company can sell to any of the customers listed in Exhibit D attached tot he end of this Agreement Company should try to be as thorough as possible regarding the completion of that exhibit 4 2 1 Company reserves the right to sell the products to its existing end user customers as of the date of this Agreement all the customers are identified in Exhibit D Company can also sell to other customers if the product is part of a system being sold to the customer For example if one of the products is a computer monitor and you are selling an entire computer system to a customer 4 2 2 Company further reserves the right to sell products to
44. mber of days before the scheduled delivery date the cancellation charge equal to the amount entered in the fourth set of brackets will be charged There is no charge for cancellations made more than the number of days entered in the fifth set of brackets 7 4 2 In addition to the rights set forth in Section 7 4 1 the Distributor may cancel any order except the Initial Order at any time prior to xx days in advance of a scheduled delivery date subject to the cancellation charges set forth below If the Distributor cancels deliveries scheduled between xx and xx days from the date of cancellation a cancellation charge of x of the purchase price of those deliveries will immediately be due and payable to Company Cancellations of deliveries scheduled more than xx days from the date of cancellation may be effected without charge Despite the foregoing the Distributor shall not incur any cancellation charges in the event it cancels any order pursuant to Section 7 4 1 lt 7 4 2 Once order has been accepted Company it may not be canceled by the Distributor unless 1 Company has failed to ship the order or any portion thereof within xx days of the date of Company s confirmation of such order and 2 the Distributor provides written notice of such cancellation and Company acknowledges such cancellation in writing and 3 Company has not yet shipped the order or portion thereof that the Distributor desires
45. nfringement then Company will not be liable 11 4 Modification of the Products Company shall have no liability for any claim of infringement based on the Distributor s combination of the products with products not supplied by Company if such claim would have been avoided by the use of the products without such specific products lt Even after this Distribution Agreement expires is terminated these warranties and indemnification s are still effective 11 5 Survival of Warranties The warranties and indemnities stated in this Section 11 shall survive the expiration or termination of this Agreement lt Section 12 limits the liability of both Company and the Distributor 12 Limitation of Liability The only warranties that Company is making are those stated in the two previous sections Company is specifically claiming any other warranties including all implied warranties of merchantability 12 1 Limitation of Liability The warranties contained in Sections 10 and 11 above are in lieu of all other warranties and conditions expressed or implied including but not limited to those governing merchantability or fitness for a particular purpose In the event that despite Section 10 Company is found liable for damages based on any defect of nonconformity in the products its total liability for each defective product shall not exceed the discounted price of such defective product Neither party will be liable for cons
46. nt is unique you might want to add additional obligations or remove other obligations on Company 6 Supplier s Rights 8 Responsibilities amp Following are two Section 6 1 s Choose the one that fits your needs Assuming Company will be providing manual s to the Distributor you should use the first Section 6 1 If Company will not be providing a manual you should select the second one lt For the first insert in the first Section 6 1 indicate how soon after this Agreement is signed that the Distributor will be requir provide these manuals For the second insert you should try to explain what the manuals will b umenting 6 1 Service Manual s Within xx days of execution of this Agreement Company shall provide the Distributor with manuals documenting the appropriate method s of servicing installing using the products 6 1 Service Manual s Company will not provide any manual s regarding the products to the Distributor Following are two Section 6 2 s Choose the one that fits your needs If Company will be providing any training to the Distributor that training should be described below Therefore choose the first Section 6 2 If there will be no training you should select the second Section 6 2 6 2 Training During the Term of this Agreement and within xx days of any request by the Distributor Company shall train a total of xx of Company s employees for a maximum of
47. nty This provision does not extend the original warranty period of any product that has been repaired or replaced by Company This warranty is the only warranty made by Company with respect to the goods delivered under this Agreement and may be modified or amended only by a written instrument signed by a corporate officer of Company and accepted by the End user The products that at the End user s request are delivered without complete encapsulation are specifically excluded from the warranty set out in this Agreement All such products are sold as is 10 2 Disclaimer No Other Warranty Except for the express warranty set forth above Company grants no other warranties express of implied by statute or otherwise regarding the products their fitness for any purpose their quality their merchantability or otherwise 10 3 Limitation of Liability Company s liability under the warranty shall be limited to replacement repair or credit for the customer s purchase price In no event shall Company be liable for the cost of procurement of substitute goods by the customer or for any special consequential or incidental damages for breach of warranty Indicate how long the repairs and warranties are for 10 4 Repairs are warranted for xx days 10 5 Distributor Duties The Distributor agrees to honor all replacement requests received from the Dealers or End Users pursuant to the terms of the End User Agreement pertaining t
48. o the defective units The Distributor shall instruct all the Dealers to submit all replacement requests to the Distributor lt You may or may not want to include the following section that provides additional protection for the period of time within the number of months entered in the first bracket The percentage of products have the same problem so you would enter the percent in the second set of brackets For the third insert indicate how soon after the discovery of the problem the Distributor is required to give notice to Company and for the tinal insert indicate how long the Distributor must keep the product before disposing of it 10 6 Additional Protection If within any xx month period x percent or more of the products while within the warranty period specified in this Agreement exhibit defects of the same kind and nature and such defects are the result of faulty design or workmanship on the part of Company or defects in materials arising from any cause for which Company is responsible then Company agrees to give compensation or render assistance at 8 sole expense to the Distributor as specified 1 Delivery of replacement products found to be defective to the place designated by the Distributor 2 Field service for the replacement of such defective products or reimbursement to the Distributor of the Distributor s labor costs in replacing such defective products at such rates as may be mutually agre
49. or Company to be able to sell its products it is equally or more important that the Distributor be able to limit these sales Otherwise Company might circumvent the Distributor altogether reducing the value of the Distributorship In recognition of the investment to be made by the Distributor in connection with its marketing and distribution of the products the parties agree to each of the following provisions following section details exactly what is meant by non exclusive in this non exclusive Distributorship Agreement 4 1 Exclusivity lt Distributor is the only entity that will distribute the products in the Territory 4 1 1 Company hereby grants the Distributor the exclusive right to distribute the Products in the Territory subject to the limitations set forth below and in Section 4 1 2 lt You should indicate to whom the Distributor may distribute the products You may want to limit the distribution to certain types of businesses or users or you may not want to limit the distribution at all 4 1 2 The Distributor may resell or distribute the products to x end user customers resellers other without restriction 4 Assuming you have limited the Distributor s ability to distribute the products above this section merely states that it cannot sell to those not authorized above 4 1 3 The Distributor s obligations with respect to Section 4 1 2 shall be limited to refraining from intentiona
50. orts to deliver the Products at the times specified either in its quotation or in its written acceptance of the Distributor s purchase Orders lt Unless otherwise agreed to in writing this Agreement controls all of the terms and conditions of any sales between Company and the Distributor not purchase orders or other documents 7 3 Controlling Terms The terms and conditions of this Agreement and of the applicable Supplier confirmation shall apply to each order accepted or shipped by Company under this Agreement Any terms or conditions appearing on the face or reverse side of any purchase order acknowledgment or confirmation that are different from or in addition to those required under this Agreement shall not be binding on the parties even if signed and returned unless both parties expressly agree in a separate writing to be bound by such separate or additional terms and conditions lt Section 7 4 describes what happens when an order is canceled and states situations where orders will be automatically canceled 7 4 Cancellation of Drda Inthe unlikely event that a lawsuit is filed and Company is no longer allowed to supply the products Company agrees to try to replace the products or refund the Distributor if it cannot obtain permission for the Distributor to continue distribution of those products 7 4 1 Any order under this Agreement including without limitation the Initial Order set forth in Section 7 1 shall be canc
51. other customers if such sales are part of an integrated sale with other systems Delete this section if Company won t be permitted to accept unsolicited orders 4 2 3 Lastly Company may accept and fulfill unsolicited orders received from the Territory Inthe following section regarding the first insert enter the commission if any to be paid by Company to the Distributor for any of the products sold by Company If no commission is to be paid you should say so For the second insert select the method by which the Distributor s obligations will be decreased Assuming the Distributor is selling several products and the sales price of each is low then you have probably set up a dollar minimum here therefore you should select dollar for dollar Where you are dealing with high ticket items you have probably set up a minimum volume requirement in that case select the one for one option 4 3 Sales by Supplier Company shall pay the Distributor a commission on the sale of any products by Company pursuant to Section 4 2 Such commission shall be equal to x of the end user sales price for each product sold In addition any sales by Company pursuant to Section 4 2 shall be credited against the Distributor s obligation to purchase products in order to maintain its exclusive rights under this Agreement Any such sales shall reduce any Distributor obligation to purchase products on a one for one dollar for dollar basis
52. pany shall indemnify and hold harmless the Distributor for damages or expenses resulting from any claim suit or proceeding brought against the Distributor on the issue of product liability The Distributor agrees that Company has the right to defend or at its option to settle and Company agrees at its own expense to defend or at its option to settle any claim suit or proceeding brought against the Distributor or its Customer on the issue of product liability subject to the limitations set forth in this Agreement Company shall have sole control of any such action or settlement negotiations and Company agrees to pay subject to the limitations of this Agreement set forth any final judgment entered against the Distributor or its Customer on such issue in any such suit or proceeding defended by Company The Distributor agrees that Company at its sole option shall be relieved of the foregoing obligations unless the Distributor or its Customer notifies Company promptly in writing of such claim suit or proceeding and gives Company authority to proceed as contemplated herein and at Company s expense gives Company proper and full information and assistance to settle and or defend any such claim suit or proceeding 10 9 2 Entire Liability The foregoing provisions of this Section 10 9 state the entire liability and obligations of Company and the exclusive remedy of the Distributor and its Customers with respect to any al
53. ping company and or wants specific insurance coverage he should do so in writing for at least the amount of time prior to the scheduled shipment date enter the amount of time in the brackets If the Distributor says nothing Company will do so on its own 7 8 Freight amp Tax Charges Company shall pay initially the cost of freight and any taxes levies duties or fees of any kind nature or description whatsoever applicable to the sale of any products by Company to the Distributor and the Distributor shall forthwith reimburse Company for all such sums upon invoice exclusive of taxes based on Company s net income The Distributor shall not be required to pay taxes for which it provides Company by the time of the submission of its purchase order to Company tax exemption certificates or licenses acceptable to the appropriate taxing authorities In connection with the delivery of the products the Distributor may designate in writing not less than xx business days prior to the shipment date the carrier for shipment and the amount of insurance and nature of coverage If the Distributor fails to so designate any or all such items Company at its discretion may specify any item not so designated Depending the nature of the product s you may wish to use an acceptance test If Company will formulate an acceptance test for the products leave this section in place Otherwise you can delete it If a product is prop
54. provided but it allows the Distributor to reproduce and translate them If Company will not be providing any system documentation you should select the second Section 6 6 lt For the first insert in the first Section 6 6 indicate the number of copies of the documents Company will be providing For the second insert you should try to explain what the manuals will be documenting The third insert designates the period of time if any following the expiration of this Agreement that Company will be required to provide system documentation 6 6 System Documentation Company shall provide at no charge to the Distributor xx copies of each technical publication document including without limitation service and installation manuals that Company prepares or uses for the products during the Term of this Agreement and for xx years thereafter The Distributor may use and or reproduce and or translate such materials in whole or in part but shall reproduce and include any copyright and proprietary notice of the Distributor on all copies of such materials OR 6 6 System Documentation Company shall provide no system documentation to the Distributor Section 6 7 requires Company to provide spare parts to the Distributor at its lowest resale price or it must find an alternative supply For the first insert in Section 6 7 state the period following the expiration date of this Agreement during which Company will be re
55. quired to continue supplying the Distributor spare parts For the second insert describe what the parts will be used for 67 Spare Parts Company shall during the Term of this Agreement and for xx years thereafter supply to the Distributor at its most buyer favorable then prevailing resale price or develop a competitively priced alternative source of supply for x the use operation of the products lt Section 6 8 gives Company sole control over what products are made as well as the content of those products Basically pursuant to this section the Distributor has no say in these matters 6 8 Supplier Determination of Product Content Company reserves the right at any time without liability or prior notice to 1 determine the contents of each product including its specifications features and functions as well as any documentation or related materials 2 discontinue distribution of any or all products in some or all markets or through some or all channels of distribution 3 change or terminate any of the specifications features or functions of the products or 4 change or terminate the level or type of support or service that Company makes available for each product Any change or discontinuance of a product shall be indicated by an addition to our deletion from Company s United States Suggested Price List The Distributor may cancel any orders for discontinued products without liability 7 Purc
56. r Requirements You Should Have this Agreement Reviewed and Approved by a Qualified Attorney at Law Before Using It JIAN Accepts No Liability for the Effectiveness of This Document For Your Purposes Free Access to Attorneys Accountants amp Consultants in Your Area We re building a network 5 experts who are eager to help you when you need it They can review your work make suggestions handle unique situations and introduce you to influential people On our website you can search by expertise and location then e mail or jump straight to their website Although they are professionals and charge for their services most offer an initial consultation free of charge They re in your area and you can contact them directly a Please visit our website under Expert Referral Network Ongoing Update Service Keeps You Current Things change laws change the world changes new ideas come along all the time When you register you can access our website to get updates and changes like new and improved spreadsheets and documents They can be downloaded directly to your computer Please visit our website under Updates Remember to bookmark our website www JIAN com Editing Your Sample Contract Since this entire agreement is formatted in Word you can edit it like any other Word document You can jump from variable to variable by clicking the above lt green arrows Menu which will take you forward ba
57. report showing for the preceding month 1 the Distributor s current inventory of each product listed in units 2 the quantity of each product shipped into a zip code area 3 the number of returns of or refunds on products granted and 4 other relevant information for the prior month as requested from time to time by Company The Distributor shall cooperate with Company to make the format microcomputer environment and coding of its monthly records compatible with Company s record keeping system Section 5 6 requires the Distributor to comply with all applicable laws 5 6 Compliance with Laws The Distributor shall comply with all material applicable present and future federal state county local and where necessary foreign laws ordinances and regulations relating to the sale of the products If Company provides instructions for the products the Distributor must provide those instructions to its customers 5 7 Instruction of Customers The Distributor shall supply its customers with those instructions for the installation and operation of the products that Company provides or that the Distributor adapts from instructions provided by Company lt Distributor must train and maintain a sales force to work with the products You may want to reword this section so that the language is appropriate to your products 58 Training The Distributor shall train a sufficient number of its sales personnel in conne
58. s lt OR This paragraph 5 NOT ALLOW either party to transfer its rights to company without prior al val 15 12 Non Assignability amp Binding Effect Except as otherwise provided for within this Agreement neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written permission of the other Any such assignment is deemed null and void part of this Agreement is unenforceable or invalid the balance of the Agreement should still be enforced Basically ignore any sections that are invalid 15 13 Severability If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect lt headings of the various sections are meant to explain or otherwise give meaning to those sections they are for convenience only 15 14 Cumulative Rights Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative upon all other rights and remedies described in this section and allowed under applicable law 15 15 Headings The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatso
59. s sell them either alone or in combination with other products and sell them under its own label No payment of any fee or charge is required as a condition of such appointment No franchise is granted in this Agreement Except as expressly provided in this Agreement all aspects of the distribution and marketing of the products by the Distributor shall be in the Distributor s sole control including without limitation the methods of marketing pricing naming packaging labeling and advertising and the terms and conditions of any sale unless otherwise provided for in this Agreement lt This next section makes clear that neither Company nor the Distributor is authorized to act on the other s behalf and that each is an independent contractor acting on its own behalf It is important for this to be stated since it might appear that one is an agent for the other when in fact neither wants the other to be able to El to contracts or otherwise create legal liabilities 3 3 Supplier amp Distributol ze Independent Contractors Company and the Distributor agree that their relationship is that of the seller and the buyer or the licenser and the licensee and not that of joint venturers principals or agents or franchiser and franchisee Both are independent contractors acting for their own accounts and neither is authorized to make any commitment or representation express or implied on the other s behalf unless authorized to do so by the other
60. s information shall be deemed confidential under this Agreement unless the information 1 is in the public domain through no act of other party 2 is lawfully known by the other party from a source other than the first party with no restriction of confidentiality or 3 must be disclosed by requirement of law or generally accepted accounting principles a Term The duration of this Agreement as provided in Article 2 lt Describe as fully as possible all of the products to be supplied to the Distributor For example the word processing software called WordProcessor the spreadsheet software called Cell Maker and the financial accounting software called Account You may want to change the language in Section 1 4 if you do not want to include future versions of the product within the Agreement a Products The Describe the products developed or owned by Company along with all options to the products all future versions of the products and all enhancements revisions or modifications made to the products by Company Territory The specific geographic areas set forth in Exhibit A attached to the end of this Agreement End User Any person or entity who obtains the product s a Intellectual Property Rights The intangible legal rights or interests evidenced by or embodied in 1 any idea design concept technique invention discovery or improvement regardless of patentability but including
61. standard limited warranty for the products as follows One Year Limited Warranty For one year after the date of shipment to End user or eighteen months after the date of shipment from Company whichever first occurs Company will at its sole discretion replace repair or furnish credit for any product purchased by End user that in Company s judgment has a defect in material or workmanship provided the product is returned transportation charges prepaid to Company with Company s prior permission and return authorization number and provided further that the product has not been misused including electrostatic discharge improperly operated or subject to unauthorized repairs or modifications This warranty is in lieu of all other warranties expressed implied or statutory including the warranty of merchantability and the warranty of fitness or of suitability for a particular purpose and of all other obligations or liabilities on Company s part and Company neither assumes nor authorizes any other person to assume for Company any other liabilities in connection with the sale of the said product If Company s examination does not disclose a defect in material or workmanship on a product claimed to be defective The End user agrees to pay Company s established charges for unpacking testing and repackaging the product for reshipment to the End user This provision states the End user s exclusive and sole remedy for breach of warra
62. t All other rights and obligations of each party to the other shall terminate upon the termination of this Agreement 3 Relationship The Distributor entered in the brackets is appointed Company s exclusive Distributor in the Territory Since there are other Distributors the Distributor is a non exclusive Distributor however the Distributorship is exclusive within the territory 3 1 Distributor as Non Exclusive Distributor Subject to the terms and conditions set forth in this Agreement Company hereby appoints the Distributor as Company s exclusive Distributor for the Products in the Territory and the Distributor hereby accepts such appointment Company shall abstain from direct sales of Products in the Territory except as provided in Section 4 2 and 4 3 Nothing herein shall prohibit Company from making second source Agreements providing rights to make use and commercially exploit products similar to the Products under other brand names This appointment is subject to the limitations set forth in Section 4 following section gives fairly broad power to the Distributor regarding the distribution of the products If you are Company you should carefully review it making sure that you are comfortable giving the Distributor this much flexibility and power Of course it can be modified at either parties option 3 2 Powers as Distributor The Distributor may incorporate combine integrate or modify the product
63. to cancel lt Undercertain circumstances Company can cancel orders even after it has accepted them 7 5 Supplier Cancellation Company reserves the right to cancel or suspend any orders placed by the Distributor and accepted by Company or refuse or delay shipment thereof if the Distributor fails 1 to make any payment as provided in this Agreement or in any invoice 2 to meet credit or requirements established by Company 3 otherwise to comply the terms and conditions of this Agreement With proper notice deliveries can be rescheduled at no charge lt Forthe first insert in Section 7 6 enter the minimum number of days notice required to reschedule a delivery For the second insert set the maximum period for postponing a delivery 7 6 Rescheduling of Delivery At no charge the Distributor may at any time with at least xx days prior written notice to Company reschedule and postpone for up to xx days the delivery of any products Company must get the Distributor s approval before making a partial shipment 77 Partial Shipments No Partial shipments shall be made without the Distributor s prior written approval Company pays freight charges up front and invoices the Distributor for any amounts due So long as the Distributor provides tax exemption certificates or licenses to Company he does not have to pay taxes to Company Ifthe Distributor wants to designate a ship
64. to the ibutor The Distributor assumes the risk of loss and damage of the products in transit from Company s shipping point 4 Section 9 2 not only permits the Distributor to make changes to the products but it also states the Distributor owns the rights to those changes You should change this if you want Company to have greater rights with respect to modifications 9 2 Modifications The Distributor shall have the right to modify any of the products and may combine such with other products or material to form derivative works All rights in improvements made by the Distributor shall be held exclusively by the Distributor Company may not use reproduce or distribute the Distributor s improvements in any manner except as otherwise expressly provided under this Agreement lt Distributor pays all shipping and associated costs 9 3 Shipment All Products delivered pursuant to the terms of this Agreement shall be suitably packed for air freight shipment in Company s standard shipping cartons marked for shipment at the Distributor s address stated above and delivered to the Distributor or its carrier agent F O B Supplier s manufacturing plant at that time subject to Subsection 9 6 below title to such Products and risk of loss shall pass to the Distributor Unless otherwise instructed in writing by the Distributor Company shall select the carrier All freight insurance and other shipping expenses as well as any speci
65. xx hours days free of charge at its facilities or at the Distributor s facilities as the Supplier Distributor shall select The Distributor shall bear all out of pocket costs incurred by the employees during the course of the training including but not limited to the cost of travel meals and lodging expenses In addition the Distributor will bear any reasonable expenses for travel meals and lodging of Company s instructors if classes are held at Company s facilities OR 6 2 Training The Distributor will not provide training to Company or its customers lt Following are two Section 6 35 Choose the one that fits your needs lt If there is any installation involved with the products you should use the first Section 6 3 In the first insert indicate how many installations the Distributor will help with free of charge If there will be no installation services provided select the second Section 6 8 6 3 Installation Company shall assist and support the Distributor s employees in installing the products at the initial installation site for each of the first xx customer sites at no charge Thereafter Company shall provide the support and consultation for additional installation at reasonable and customary charges for such services lt 6 3 Installation Company shall not be obligated to provide either the Distributor its customer s with any installation support lt Section 6 4 requires

International Distribution Agreement

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