Memorandum of Agreement for Distribution

5 mars 2022 - 11 minutes read

g. The recipient party`s obligations under this Section 6 shall survive the termination or non-renewal of this Agreement for a period of [number of years] years. For the avoidance of doubt, it is emphasized that the customer and sub-distribution lists of the business partner are considered protected information within the meaning of this contract. e. The Company`s performance of this Distribution Agreement and the performance of its obligations and obligations under this Agreement does not violate any agreement to which the Company is a party or to which it is otherwise bound and c. Products. The products manufactured by the Company and sold to the distributor for distribution are as follows: g. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the transactions contemplated herein and supersedes all prior written and oral agreements and all concurrent oral agreements with respect to such transactions.

d. Sub-agents. Distributor may appoint sub-agents, sub-distributors, sub-agents or other persons to act on behalf of Distributor or otherwise perform any of Distributor`s obligations under this Agreement in the Territory; provided that (i) any compensation to such sub-agent, sub-distributor, sub-agent or any other person acting on behalf of the Distributor or otherwise performing any of the Distributor`s obligations is the sole responsibility of the Distributor and (ii) such appointment does not deprive the Company of the essential rights to which it is entitled under this Agreement. Any agreement with such sub-agent, sub-distributor, sub-agent or other person shall not exceed the term of this Agreement. e. Counterparties; Telefacsimile version. This Agreement may be executed in any number of counterparties and by each of the parties on separate counterparties, each of which, when executed in this manner, shall be deemed original, but each of them constitutes a single instrument. Delivery by fax of an executed counterparty of this Agreement will be as efficient as the delivery of a counterparty performed manually under this Agreement. Any party that delivers a signed consideration to this Agreement by fax must also provide manually executed consideration to this Agreement, but failure to deliver a manually signed Consideration will not affect the validity, applicability or binding effect of this Agreement. b. Limitation.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE PURCHASE OR USE OF THE PRODUCTS. a. Amendments. This Agreement may only be modified by a document signed by either party, and such modification shall be effective only to the extent expressly set forth in such writing. Neither party shall be liable for any failure to perform resulting from any cause or circumstance beyond the reasonable control of such party, including, but not limited to, any demand for such and other products manufactured by the Company that exceeds the Company`s ability to deliver them, earthquakes, fires, accidents, floods, storms, other cases of force majeure, riots, wars, rebellions, strikes, lockouts or other workplace disturbances, national or international emergencies, inability to obtain materials or equipment from usual sources of supply, failure of carriers to provide means of transportation, government rules, regulations, acts, orders, restrictions or requirements, or other reasons or circumstances beyond that party`s reasonable control. Such inability to deliver or delay in delivery does not void the remainder of this Agreement. [Client.First Name] [Client.Last Name][Client.Company] f. The Receiving Party acknowledges that due to the uniqueness of the Protected Information, the Disclosing Party would suffer irreparable harm if the Receiving Party breached its obligation under this Agreement, and that the financial damages would not be sufficient to compensate the Disclosing Party for such breach.

The parties agree that, in such circumstances, in addition to the applicable financial remedies, the disclosing party will be entitled to an injunction necessary to mitigate any continued or additional breach by the receiving party without the disclosing party proving or proving any actual damage suffered by the disclosing party. Distributor Agreement This DISTRIBUTOR AGREEMENT (this « Agreement ») is entered into on or after [Effective Date] by and between [Sender.Company], a company [Sender.Country] with an address at [Sender.Address] (« Company ») and [Client.Company], a company [Client.Country] with an address at [Customer.Address] (« Distributor ») and will be effective from [Effective Date]. g. This Agreement is the binding legal obligation of each party and is enforceable in accordance with its terms. has. Date and duration of entry into force. This Agreement shall enter into force on the date first indicated above and shall remain in force for a period of [number of years in force] years. c. Under no circumstances will the receiving party disclose all or part of this information to a third party without the prior written consent of the disclosing party; provided, in addition, that each third party also agrees in writing to restrictions comparable to those of this Section 6. The receiving party may disclose the protected information to the extent required by a valid order of a court or other governmental authority or by applicable law; provided, however, that the receiving party makes all reasonable efforts to inform the disclosing party of the obligation to make such disclosure prior to disclosure, so that the disclosing party has a reasonable opportunity to object to such disclosure.

has. Obligations after termination. In the event that this Agreement is terminated or expires on its own terms, the Company shall have no further liability to the Distributor, except that in the event that the Agreement terminates for any reason other than a breach of this Agreement by the Distributor, the Company shall be required to process orders placed by the Company prior to the effective date of such termination or expiration, or have been accepted within [days of termination] following days. b. Reseller option for renewal. Distributor may extend this Agreement for an additional period [Additional Year] by notifying the Company in writing within [Number of days at the end of the Period] days following the expiration of the initial period of this Agreement. d. Assignment. Neither party may assign, pledge or otherwise transfer its rights, interests or obligations under this Agreement without the prior express written consent of the other party, whether by operation of law or otherwise. b. Price and shipping. The Company undertakes to sell the Products in accordance with the prices and reduced volume prices set out in Appendix A, and the Distributor undertakes to purchase them.

Such volume discounted prices and prices may only be increased once a year on each anniversary of this Agreement, provided that (i) the Company provides the distributor with at least [days of written notice] days prior to such increase and (ii) such increase does not exceed [percentage] the prices and volume discounted prices of the previous year or the lowest price charged to others for the same product. Such a change does not apply to orders accepted before the effective date of the increase. c. Provide commercial support and technical training to distributor and its staff as the Company deems appropriate. c. The Company packages the Products in accordance with the Distributor`s shipping instructions. All deliveries of products for customers in the territory and all associated transport and shipping costs are the responsibility of the Distributor. All shipments are made exW Company (Incoterms 2010). Distributor will inspect the Products immediately upon receipt at Dealer`s factory to determine whether the Products included in Delivery are rare, defective or otherwise inconsistent with this Agreement. Within [days of receipt] of receipt of such products, the Distributor shall inform the Customer of any defect, defect or non-conformity and shall immediately replace such products free of charge. Ownership of the products is transferred to the business partner upon delivery.

has. at the reasonable request of the Distributor and free of charge, to provide up to 10 hours of training relating to all the characteristics of the Products that the Distributor deems appropriate for the Distributor and its employees and agents for the fulfillment of the objectives of the Distributor`s order, a. As used herein, the term « Protected Information » means any information, technical data or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, prices, internal procedures, business and marketing plans or strategies, finance, employees and business opportunities) transferred from one party (the « Disclosing Party ») to the other (the « Receiving Party »). « ) be transmitted directly or indirectly in any form whatsoever. anything, including but not limited to, in writing, in machine-readable form or in another tangible form, orally or visually. .