“Products” shall mean the following Company products to be sold by Distributor: All products as referred to in “Attachment 1: Products” incorporated herein by reference. Distributor’s sole authority shall be to solicit orders for the Products in the Territory in accordance with the terms of this Agreement. General Duties Distributor shall use its best efforts to promote the Products and maximize the sale of the Products in the Territory. Distributor shall neither advertise the Products outside the Territory nor solicit sales from purchasers located outside the Territory without the prior written consent of Company. During the term of this Agreement, Distributor shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in Company’s judgment, compete with the Products covered by this Agreement. Distributor is not an employee of Company and is not entitled to any employee benefits. Company shall indemnify and hold Distributor free and harmless for any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of defects in the Products caused by Company. The Distributor shall be allowed to sell the Custom Software and Video Scenarios royalty free. All orders for the Products shall be submitted to Company in writing by fax or mail (regular postal mail and other delivery services are acceptable) sent to the attention of Controller. Product Warranty Any warranty for the Products shall run directly from Distributor to the purchaser of the Products. Pursuant to any such warranty, the purchaser shall contact Distributor directly to make arrangements for repair, return, or replacement of any allegedly defective Products. Company shall immediately notify Distributor of any known or anticipated delays in filling new or previously entered orders and the estimated duration of any delays so that Distributor may fairly represent this information to existing or potential customers. However, in the exceptional case where a Product Sample is provided or loaned to a Distributor, the following language shall apply: Any Product Samples of the Products provided by Company to Distributor shall remain the property of Company. Distributor shall bear the entire cost and expense of conducting its business in accordance with the terms of this Agreement. In no event shall Distributor make any representation, guarantee, or warranty concerning the Products except as expressly authorized by Company. Distributor shall also maintain a record of any customer complaints regarding either the Products or Company and immediately forward to Company the information regarding those complaints. Company shall assist Distributor and customers of the Products in all ways deemed reasonable by Company in the solution of any technical problems relating to the functioning and use of the Products.
Company shall inform Distributor of any new product developments that are competitive with the Products and other market information and competitive information as discovered from time to time. All presentations of Company’s Trademarks that Distributor intends to use shall first be submitted to Company for written approval (which shall not be unreasonably withheld) of design, color, and other details or shall be exact copies of those used by Company. Term This Agreement shall commence on the date first written above and shall continue for ___ year(s) unless terminated earlier as provided herein. If either party defaults in the performance of any material obligation in this Agreement, then the non-defaulting party may give written notice to the defaulting party and if the default is not cured within thirty (30) days following such notice, the Agreement will be terminated. Effective upon the termination of this Agreement, Distributor shall cease to use all trademarks, service marks, and trade names of Company. Company’s sole liability under the terms of this Agreement shall be for any unpaid commissions if applicable. Distributor agrees that it shall not disclose to any third party, any such confidential information revealed to it by Company. Distributor shall not publish any technical description of the Products beyond the description published by Company. This Agreement shall be binding upon and inure to any successors or assigns of the parties. Governing Law and Jurisdiction This Agreement shall be governed by and construed according to the laws of the State of Texas. Severability If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. Entire Agreement This Agreement, together with any attached schedules or addendums, constitute the entire agreement between Company and Distributor and supersedes all prior agreements or understandings with respect to the subject matters contained herein. This list shall reflect the company’s official product catalog with suggested retail pricing and product description, or a specified list of represented products or models. “Ship by” date shall mean the date Company shall deliver the ordered products to the shipping company at its warehouse in Stafford, Texas. Failure by Distributor to meet this minimum shall subject Distributor to loss of exclusivity and possible termination of this Agreement. Minimum annual sales to renew Exclusivity – If each quarterly sales minimum is met as outlined above (meaning minimum annual sales of US $200,000) then Distributor shall be entitled to renewal of its exclusivity under this agreement for an additional year subject to new quarterly minimums to be determined by Company. Distributor agrees to pay Company a licensing fee of 15% of the retail price of any modular range that Distributor might build.
distribution agreement template, distribution agreement template, international distribution agreement template, film distribution agreement template, distribution agreement template canada, distribution agreement checklist, simple distribution agreement pdf, exclusive distribution agreement doc, non-exclusive distribution agreement, distributor agreement format indiain an exclusive distribution agreement, the supplier appoints the distributor as its only distributor in a particular marketplace. this pack contains two templates:. – appointment of distributor. authorization and appointment. [party a] hereby authorizes and appoints [party b], and [party b] accepts the exclusive distribution agreement – sagent technology inc. and sagent uk ltd.: learn more about this contract and other key contractual terms and issues by you should use one of the non-exclusive distribution agreement templates where a non-exclusive territory has been grated by the supplier (i.e. there may be a use this distribution agreement template so distributors can promote, deliver, and sell your products.