Company shall have no control over or any liability in connection with the price at which Distributor resells the Products, and Distributor shall hold Company harmless and indemnify and defend Company from and against any liability resulting therefrom.
The Distributor and Company, as applicable, make the following representations, warranties, and covenants:. Distributor is a company duly organized, validly existing, and in good standing in Australia, is qualified to do business and in good standing in each jurisdiction located within the Territory, and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services hereunder.
Company is a corporation, duly organized, validly existing, and in good standing in [ State or Country] , and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products. Company warrants and represents that the Products will be free from defects in design, materials, and workmanship and conform with any specifications provided. Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement.
The terms of this agreement are the binding legal obligation of each Party and are enforceable in accordance with the applicable laws.
Distributor agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of Distributor are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. The Distributor will use best reasonable efforts to distribute the Products in the Territory. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.
In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6.
The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure.
It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession. The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach.
The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party.
The obligations of the Recipient Party under this Section 6 shall survive termination or nonrenewal of this Agreement for a period of [ Number of years] years. For the avoidance of doubt, the customer and subdistributor lists of Distributor shall be deemed to constitute Proprietary Information under this agreement. Effective Date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of [Number of years in effect] years.
Distributor Option to Renew. Distributor shall have the option to renew this Agreement for an additional [ Additional number year] year period by providing prior written notice to Company within [ Number days end of period] days of the end of the initial period of this Agreement.
Obligations After Termination. In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within [ Days after termination] days thereafter.
Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.
Limitation of Liability. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement. Trademarks Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership, or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing.
Distributor shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise. Distributor shall execute any documents or do any acts that may be required to accomplish the intent of this Section. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.
Governing Law. This Agreement is a contract under the laws of the State of [ State] and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of [State] , without regard to its principles of conflicts of laws provisions.
This type of agreements is often observed between the manufacturer and the retailer about the circulation of a product in a specific area. It can be between a manufacturer and a distributor or a group of distributors that are part of the distribution channel. It must include the time period, terms and conditions and sales area to be covered by the distributor.
The exclusive agreement specifies the distributor mentioned in the agreement as the sole distributor for the product sale in a specified region or over multiple regions clearly mentioned in the agreement. On the other hand, if the agreement is non-exclusive it allows the manufacturer or merchant to make supplies to other persons in the area.
In the agreement distribution strategies must also be included to cover the target market. An incentive strategy is much helpful to bring the product in the front line in the market. The Distributor will maintain, or cause to be maintained, sales staff for the distribution of the Products handled by the Distributor. The Distributor will use its best efforts to promote the sale and distribution of the Products. The Supplier will not ship the Products, or any other products with the same of similar trademark, signature, or identification anywhere on the package, to the Territory except under the order or direction of the Distributor.
The Supplier will refer any orders or inquiries about the Products it may receive for shipment to the Territory, or orders intended for eventual shipment to the Territory, to the Distributor. The Supplier will promptly and to the best of its ability fill all orders for the Products from the Distributor. The Distributor will discuss any proposed changes to the distributor network with the Supplier at least [Number] days prior to any such change. The price of shipping Products to the Distributor will be based on the cost of delivery to the Distributor's warehouse.
It will include a mutually negotiated delivered price to said warehouse. Payment for the Products shall be made in U. Any price increases for the Products will be negotiated between the Supplier and Distributor at least [Number] days prior to the increase's implementation. In the event of a price increase, the Distributor can order one month's supply of the Products at the existing price prior to the increase.
The Distributor and Supplier shall agree on an annual basis, or more frequently if required, the price customers will pay for the Products. If the Distributor and Supplier cannot agree on a price for customers within [Number] days of negotiations commencing, the prices currently in effect will be increased by an amount equivalent to the change in the Consumer Price Index-All U.
Terminating the Agreement. It shall thereafter continue in effect unless either party notifies the other of its desire to terminate the Agreement. The Supplier or Distributor must provide written notice of its intention to terminate the agreement at least [Number] months prior to any termination date to sever the Agreement without penalty.
Either party can terminate this Agreement after [Number] months of the notice period by paying the other party the sum of [Agreed Penalty Sum]. In the event of a breach of any of the Agreement's terms and provisions, either party can terminate the Agreement by providing 90 days written notice.
This notice must explain the breach that led to the termination. If the offending party fixes the claimed breach within 90 days, the notice of termination will be void and the Agreement will continue in full force and effect.
The Supplier has the right to terminate this Agreement with 60 days written notice in the event that the Distributor:.
Is declared bankrupt or enters a voluntary petition for bankruptcy or in any way enters into a compromise or agreement for the benefit of creditors b. Fails to meet at least [Percentage] percent of the mutually-agreed upon sales performance goals set force in the document attached hereto and made a part hereof c. Fails to maintain a good standing in all Federal and state licenses and permits necessary for conducting its business d. Changes or is affected by a change in the majority ownership of its business.
Upon the Agreement's termination, the Supplier can repurchase or cause its successor to purchase the Distributor's existing inventory of Supplier's Products at the Distributor's laid-in cost, providing the Distributor has stored and maintained the Products in a saleable condition.
General Clauses. The Supplier shall promptly supply the Distributor will any and all authorizations required by any governmental authority in connection with the sale and distribution of the Products in the Territory, as requested by the Distributor, so long as the Supplier is responsible for obtaining or maintaining these authorizations.
The Distributor shall promptly supply the Supplier with available sales and depletion reports and details of all promotional and sampling initiatives concerning the Products. The Supplier warrants and agrees all shipments of the Products sold or shipped under the Agreement will be of first quality and adherent to all regulations in effect in the Territory. The Supplier will, upon demand, prepare documents and perform acts as required to prevent any products labeled in imitation or simulation of the Products from being distributed in the Territory.
This Agreement is the entire agreement between the parties. Neither party has made representations or promises to the other party that are not outlined in this Agreement. This Agreement cannot be altered orally. All modifications must be set forth in writing.
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