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Distribution Agreement

Distribution Agreement

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This Distribution Agreement is compiled and put into effect on (date) between (Company Name), hereafter known as “the Company” incorporated in the state of (State) and located at (office address) and (name of distributor) hereafter known as “the Distributor” at (address) OR incorporated in the state of (State) and located at (address).
The Company desires to market their product(s) as described in Schedule A and hereafter call “the Products’ through the Distributor as laid out in the following distribution agreements.
1.    Distributor Appointment
1.1 According to Distribution Agreements the Company names the Distributor as having nonexclusive rights to distribute the Products in the name territory of (describe/name territory).
1.2 The Distributor accepts the nonexclusive rights set forth in this distribution agreement to provide the Company’s products as described in Schedule A to aforementioned territory.
1.3    The Distributor agrees not to sell this Product outside the stated Territory.
1.4    The Distributor agrees not to set up an office or warehouse outside the prescribed territory to sell the Product.
2.    Referring Parties
2.1 If the Company is approached by a party wanting to purchase the Product, the Company will refer the inquiring party to the Distributor in that territory for sale of the Product.
3.    Distributor/Company Relationship
3.1 Per this Distribution Agreement, the Distributor is considered an independent contractor.
3.2 The Distributor is not a representative or legal agent for the Company and has no right or authority over any of the Company’s employees.
3.3 The Distributor, shall, during the length of this agreement maintain Worker’s Compensation insurance as per state law covering all individuals working for The Distributor. The Distributor shall provide the Company proof of this insurance.
3.4 The Distributor takes responsibility for payroll taxes or any other payments as required by state or federal law for all employees working for the Distributor.
3.5 These Distribution Agreements do not in any way constitution a partnership or joint venture between the Distributor and the Company.
4.    Product Sale
4.1 The Distributor agrees to put forth best efforts to market the Product in the prescribed territory and using advertising and other promotional programs.
4.2 Provided the Distributor markets the Product in the best manner possible, the Company expects a minimum of (number) Products to be sold during the first year of this Distribution Agreement.
4.3 After the first year the Distributor and Company will meet to determine the annual sales for the following year.  If the Distributor and the Company cannot agree to annual sales for the coming year, then the annual sales for the preceding year will apply to this current year.
5. Competition
5.1 These Distribution Agreements state that the Distributor shall not represent or sell any products in direct competition with the Company’s product.
6. Advertising
6.1 According to Distribution Agreements the Distributor, per this Distribution Agreement, shall advertise itself as an authorized agent of the Company’s Product.
6.2 The Distributor also agrees to use all logos, Trademarks and signs of the Company when advertising the Company’s products.
6.3 The Distributor shall provide examples of its advertising and promotional materials to the Company prior to public distribution for written approval to publish.
6.4 While the Distributor has the right to use the Company trademarks, it does not have the right to claim ownership of the Trademark.
7.    New Products
7.1 If the Company plans on manufacturing or distribution a product other than the product outlined in Schedule A, the Company shall immediately inform the Distributor of all pertinent information pertaining to the new product.
7.2 The Distributor may request exclusive right to distribute the new product within its territory and the Company must grant the Distributor the right to sell this product in the Distributor’s territory.
8.    Spare Parts and Accessories
8.1 Per these Distribution Agreements, the Distributor agrees to supply sufficient spare parts or accessories as required to keep the Product in good working order.
9.    Agreement Termination
9.1 The Distribution Agreements shall be terminated if any portion of this contract is breached.
9.2 This Distribution Agreement is terminated should the Company or Distributor file for bankruptcy.
9.3 These Distribution Agreements is terminated should either the Company or the Distributor fail to make payment due within (number) of days of the due date.
The parties agree to execute this Distribution Agreement on (date)
COMPANY                                                          DISTRIBUTOR
__________________________                           _____________________
Signature                                                               Signature
__________________________                           _____________________
Print Name and Title                                             Print Name and Title

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