Confidential Information includes information, whether written, electronic or oral, which Distributor knows or reasonably should know is proprietary, confidential or a trade secret of Supplier, including any and all technical or business information, the Software including its source codes and documentation, specifications and design information for the Supplier Products, servicing information, customer lists, pricing information, marketing information, policies, procedures and manuals regarding Supplier’s distributors or distribution channels, research and development and other proprietary matter relating to the Supplier Products or business of Supplier. Distributor will likewise restrict its disclosure of the Confidential Information to those who have a need to know such Confidential Information in order for Distributor to perform its obligations and enjoy its rights under this Agreement. ALL CLAIMS UNDER THIS AGREEMENT SHALL BE MADE BY DISTRIBUTOR AND MAY NOT BE MADE BY DISTRIBUTOR’S CUSTOMERS. Distributor expressly agrees that no license to use Supplier (or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Supplier Trademarks”) is granted by this Agreement. Names, addresses and facsimile numbers for notices (unless and until written notice of other names, addresses and facsimile numbers are provided by either or both parties) are provided below. Such persons will be informed of and will agree to the provisions of this Section and Distributor will remain responsible for any unauthorized use or disclosure of the Confidential Information by any of them. During the term of this Agreement and for a period of 18 months thereafter, Supplier shall have the right to inspect and audit such records. Distributor shall obtain, at its own expense, such approvals, consents, certifications, permits and other authorizations, including all approvals as are required to qualify the Supplier Products for sale and use in the Territory for all purposes, both governmental and non-governmental (collectively, the “Approvals”), as soon as is reasonably practicable; provided, however, that Supplier shall not be obligated to deliver any Supplier Products unless and until Distributor provides Supplier with satisfactory evidence that such Approvals have been obtained. Exclusive distribution agreement (premium), Non-exclusive distribution agreement (standard), Non-exclusive distribution agreement (premium). However, the party so delayed shall use its best efforts, without obligation to expend substantial amounts not otherwise required under this Agreement, to remove or overcome the cause of delay. This is a shortened preview of the DOCX output; once you create your instance you'll be able to download the full document in PDF, HTML, RTF and/or DOCX (Microsoft Word) format. The Supplier Products shall be delivered EXW Supplier’s facilities (Incoterms 2010). Either party may terminate this Agreement as follows: (a) Immediately upon [Number days prior notice] days’ prior notice with or without cause; (b) Immediately, for any breach or default of this Agreement by the other party which has not been cured within [Number days after delivery] days after the delivery of notice thereof to the party alleged to be in breach, specifying with particularity the condition, act, omission or course of conduct asserted to constitute such breach or default; (c) Immediately, upon the dissolution, insolvency or any adjudication in bankruptcy of, or any assignment for the benefit of creditors by, the other party or if the other party ceases to conduct business in the ordinary or normal course; (d) Immediately, if required by law or by any rule, regulation, order, decree, judgment or other governmental act of any governmental authority; or (e) Immediately by Supplier if Supplier reasonably suspects that Distributor breached any of its obligations of confidentiality or protection of Supplier’s proprietary rights. THIS SUBSECTION STATES THE ENTIRE LIABILITY OF SUPPLIER WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY ANY SUPPLIER PRODUCT. This can be deceptive, however, because sole distributionrights being granted can imply that the supplier retains the right to personally distribute products in the protected territory while only giving up the option to appoint third parties to sell in that marketplace. A simple example of this would be Company X … This is the period of the licence to use documents created using and exported from the Docular online editor. Notwithstanding the passage of title, Supplier shall retain a security interest in all Supplier Products delivered until amounts for which Distributor is responsible under this Agreement have been received by Supplier. The purchase price shall be quoted and payable in U.S. dollars to Supplier at the address specified on the invoice. Supplier reserves the right to review Distributor’s marketing and sales materials prior to their publication or use. Distributor agrees to take all such further acts and execute all such further documents as Supplier reasonably may request in connection with such compliance. Try it out now! Make a concise agreement that will effectively outline the terms and conditions as well as the responsibilities between each party involved with the help of the above-mentioned distribution agreement template. Such requests may include, prospect lists and status of prospect sales activity, information applicable to specific sales activities, data regarding competition in the Territory, product operational data and other information required by Supplier to effectively coordinate its international sales and marketing efforts. Every month Distributor shall e-mail to Supplier a rolling 3 month, nonbinding sales forecast of the expected sales of Supplier Products in the Territory. When you sub-license that right, it becomes attached to the particular client. See our non-exclusive distribution agreements if you are looking for a document that will leave the supplier free to sell into the relevant marketplace. Distributor shall be solely responsible for the costs involved in the distribution of the Supplier Products, including sales costs, import duties, any and all banking charges, shipping and handling costs, installation costs or other operating expenses, letter of credit costs, wire transfer fees and other costs associated with making payment, and taxes, however designated, except that Distributor shall not be liable for taxes imposed that are based on Supplier’s income. Distribution Agreement (Short Form) - Free download as Word Doc (.doc), PDF File (.pdf), Text File (.txt) or read online for free. In the event Distributor receives an order from outside its Territory, Distributor will work with Supplier to fulfill the order in a manner financially beneficial to Supplier, Distributor and the distributor located in the region where the order originated (as determined by Supplier in its sole discretion and in compliance with applicable law). 1. In an exclusive distributorship, a supplier of goods grants to a distributor the right to distribute goods in a defined marketplace on an exclusive basis. If Supplier pays any shipping, insurance or handling costs, such costs will be billed to Distributor and will be reimbursed to Supplier by Distributor. A distribution agreement is an agreement under which a supplier of goods appoints an independent distributor to market them. No rights shall inure to Distributor as a result of any such use or reference, and all such rights, including goodwill shall inure to the benefit of and be vested in Supplier. Distributor agrees to indemnify and hold Supplier harmless from any and all actions, awards, claims, losses, damages, costs and expenses (including reasonable attorneys’ fees) attributable to Distributor’s breach of this Agreement or to any negligent, grossly negligent, willful or unlawful acts or omissions of Distributor, its employees, officers, agents, subcontractors, dealers or representatives. Agreement Sample Project assumes no liability for the content of this document or for any action or inaction taken as a result of it. Supplier shall retain ownership of all proprietary rights, including, intellectual property rights to the translated versions of the materials. 2.2 During the term of this Agreement, Distributor shall have an exclusive right to sell the Products … Parties other than PandaDoc may provide products, services, recommendations, or views on PandaDoc’s site (“Third Party Materials”). Links to such Third Party Materials are for your convenience and does not constitute an endorsement of such Third Party Materials. The number of sub-licences you may grant is numerically limited and, again, the limitation corresponds to the document instance limitation. In the event an ambiguity or question of intent or interpretation arises, the English version of this Agreement shall prevail and this Agreement shall be construed as if drafted by both of the parties and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement. Notwithstanding the foregoing sentence, Distributor shall not actively advertise or actively solicit orders for Supplier Products outside of the Territory. You can save your document instance to our servers at any time, and return to editing later. 3. Distributor shall not sell/license the Supplier Products through third parties (such as original equipment manufacturers, distributors, value added resellers or other dealers or agents) without Supplier’s prior written consent to the proposed relationship (including the specific terms of such relationship). An exclusive distribution agreement is that involving a party that has been awarded full, unshared distribution control over a particular product or area. Supplier may provide Distributor with certain confidential or proprietary information (“Confidential Information”). Distributor shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of Supplier (or any of its affiliates) or to represent itself as Supplier (or any of its affiliates) or make commitments on behalf of Supplier (or any of its affiliates) without the express, written permission of Supplier. Each order submitted shall constitute an offer by Distributor to purchase or license the Supplier Products described in such order and, upon acceptance by Supplier, shall give rise to a contractual obligation of Distributor to purchase or license the said products on the terms and conditions set forth in this Agreement. The information in this document … EXCEPT AS PROVIDED IN THIS SECTION, SUPPLIER MAKES NO OTHER WARRANTY, PROMISE OR OBLIGATION WITH RESPECT TO THE SUPPLIER PRODUCTS, THEIR USE, REPAIR OR PERFORMANCE. This Agreement shall be binding upon the parties’ respective successors and permitted assigns. [Client.FirstName] [Client.LastName][Client.Company], [Sender.FirstName] [Sender.LastName][Sender.Company]. Distributor will refrain from using the Confidential Information except to the extent necessary to exercise its rights or perform its obligations under this Agreement. Each free template includes a textual credit for Docular (eg "this document was created using Docular") and you must retain that credit in all versions of the document. There are no ongoing licence fees. The agreement assumes that the supplier (and third party distributors) will be excluded from distributing the products in that marketplace. Distributor will be solely responsible for the accuracy of the translations and will provide Supplier with a copy of each translated work. Supplier agrees to furnish, in English, to Distributor (via email in pdf format) such descriptive literature, advertising materials, technical manuals and sales promotional materials concerning the Supplier Products as Supplier may, from time to time, have available for such purposes. Creating an agreement has never been easy and hassle-free with this template. A Distribution Agreement Form is another example of an Agreement form. Distributor shall promote the sale of Supplier Products in the Territory on its website. Customize this free consignment agreement template as a sample how to formalize the agreement between an owner and the storer, signer, or consignor. The Supplier hereby appoints the Distributor as its [Exclusive/Non-Exclusive] distributor for the term of this Agreement for the sale and distribution of the Products in and throughout the Territory. We do not limit the number of copies of a template you can make on your own computer. Conflicting, inconsistent or additional terms or conditions contained in any order submitted by Distributor shall not be binding unless Supplier specifically accepts such terms or conditions in writing. Any modifications, revisions or amendments to this Agreement must be set forth in a writing signed by authorized representatives of both parties. TERMS AND CONDITIONS.