between the distributor and its sub-agents. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. The rights granted Distributor hereunder are granted for the following geographical areas and markets. Amendments. Limitation of Liability. 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. Now, Therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: a. Distributor shall be free to resell the Products for such prices and upon such terms and conditions as Distributor may see fit in its sole discretion. Free Reseller Agreement Templates. Sample Manufacturer distributor agreement. THIS EXCLUSIVE MASTER DI STRIBUTION AGREEMENT (this "Agreement") is made as of the last date of signature ("Effective Date"), by and between ARGISOLAR … Relationships between manufacturers and distributors are organic. Distributor is an independent contractor and is not the legal representative or agent of Manufacturer for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty on the part of Manufacturer.Manufacturer shall not exercise any control over any of Distributor's … Track opens, views, and time spent on each page. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS. The cosigner acts as a middleman between the manufacturer and the ultimate consumer. Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactured by Company which exceeds Company’s ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb. They grow. All orders shall be fulfilled by Company within [Number business days of order acceptance] business days of order acceptance. They are born. barriers to trade between Member States. PandaDoc is not responsible for examining or evaluating such Third Party Materials, and does not provide any warranties relating to the Third Party Materials. Creating a checklist can help you make sure you cover all the necessary bases in your distributor agreement. c. 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. a. 13. As used herein, the term “Proprietary 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, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the “Disclosing Party”) to the other (the “Recipient Party”) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over the dispute. a. The agreement for distributorship is a sample and you will need to have an agreement … 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. This agreement is made and entered into on Day of Month, Year by and between Seller (the “Seller”), a company located at Seller' Address and Distributor (the “Distributor”), a company located at Distributor's Address. MARKETING, SALES, DISTRIBUTION AND LICENSE AGREEMENT. We highlight a few of them below. This Distribution Agreement (the "Agreement") is made on the [Day Ordinal Number] day of [Month], [Year] by and between [Supplier Name] with a principal business address at [Underlined Space for Supplier Business Address, including state and zip code] (the "Supplier") and [Distributor Name] with a principal place of business at [Underlined Space for Distributor … It clearly states the terms of their agreement in a concise, formal manner. c. Products. This pharmacy services agreement template is intended for use when a company hires an outside vendor to operate a pharmacy on their property. When drafting a distributor agreement, look at solid agreements within your industry. The Products manufactured and sold by Company to Distributor for distribution hereunder are as follows: d. Subagents. That the Distributor shall ensure safe and sound custody of goods, so that goods may not be condition set forth between the pertain thereto. Typical elements of a distributor agreement This product distribution agreement sample is for a partnership between a toy manufacturer and a department store. Distributor Option to Renew. Distributor may appoint sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations under this Agreement within the Territory; provided that (i) any compensation to such sub-agent, sub-distributor, subrepresentative or other person to act on Distributor’s behalf or to otherwise perform any of Distributor’s obligations shall be solely Distributor’s responsibility, and (ii) such appointment does not deprive Company of the essential rights to which it is entitled under this Agreement. EXCLUSIVE MASTER DISTRIBUTION AGREEMENT BETWEEN ARGISOLAR SOLUTIONS, INC. AND AGRI-TECHNOLOGIESLLC. outlines the parameters of a business relationship between a distributor and their manufacturer or the supplier of their products Distributor shall submit to Customer via wire transfer the remaining balance upon receipt of the Products at Distributor’s facility. All shipments of Products for Customers in the Territory, and any freight and shipping costs related thereto, will be Distributor’s responsibility. And Pro Distributors, herein referred to as the distributor whose address … State of Alabama. These are also known as agreement for distribution. There are many factors that go into creating the ideal distributor arrangement. This Agreement includes the whole contract between the actions with regards to its topic and includes and supersedes all before agreements, representations and understanding of the actions, launched or oral. Want High Quality, Transparent, and Affordable Legal Services? Distributor shall execute any documents or do any acts that may be required to accomplish the intent of this Section. Should Company fail to timely accept or reject an order from Distributor in accordance with this Section, such order shall be deemed accepted and shall become binding on Company. The Parties will share equally the cost of arbitrating such dispute. For example, an agreement between a manufacturer and distributor reinforces national divisions in trade between Member States if the manufacturer entirely prohibits the distributor from supplying customers outside the distributor’s territory. 8. If you rent out your property for events or daily use by third parties, you can use this facility rental agreement template as a simple binding contract that clearly defines the terms of the facility rental and your client’s responsibilities during their use of your property. They develop. The Distributor will be free to utilise the names T-matic® and Thalmayr relative to promotional activities for products produced by The Manufacturer. This Agreement constitutes the entire and only agreement between the Manufacturer and Distributor with respect to its subject matter and there are no understandings or representations of any kind, express, implied, oral, written statutory or otherwise, not expressly set forth herein. UpCounsel only accepts the top 5 percent of lawyers to its site. A Distribution Agreement, also sometimes called a Distributor Agreement, is a document between two parties, a Supplier and a Distributor. Apply a document theme that matches your company brand. 3. WHEREAS: a) The Seller manufactures certain medical device products … And Henry … As an example, you have to be critical with what you will include in the mutual confidentiality agreement that you will incorporate in the manufacturing contract. An OEM agreement is a formal contract between the buyer and manufacturer. A contract between manufacturer and distributor is known as a distributor agreement. Prices and Shipment. Subject to the terms and conditions of this Exclusive Distribution Agreement, Supplier appoints Distributor, and Distributor accepts such appointment and agrees to act as Supplier’s exclusive distributor of the Supplier Products (defined below) within the geographical territory defined as follows (the “Territory”):PandaTip: You will want to firmly scope the geographical area where the Distributor is permitted ex… Any agreement with such sub-agent, subdistributor, sub-representative or other person shall not extend beyond the term of this Agreement. and. To reduce potential problems, whoever drafts the distributor contract needs to verify that certain phrases are included and that each clause is enforceable. Add images, video, pricing tables, and more. Trade mark licenses and licensing, i.e. The example vendor agreement is a sample of a contract between two companies. d. Company has all rights, power, and authority to enter into this Agreement, e. Company’s execution of this Distributor Agreement, and Company’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, and. There is a limit on how many partnerships suppliers and distributors can enter into. The distributor shall submit to the company weekly return of the business secured, the doctors and hospitals approached and canvassed during the previous week. The Distributor shall not assign this Agreement without the prior written consent of the Seller. DEFINITIONS. This distributor agreement is drafted as per the State laws of the state of North Dakota and has been registered on this day of 20 th May 2011 between Jane Developers referred to as the manufacturer with office address located at: 41 Jane Lee Road, New York, North Dakota 5214. Free Sample Vendor Agreement Template Survival. They decay. The relationship between Manufacturer and Distributor is that of vendor and vendee. Company agrees to sell, and Distributor agrees to purchase, the Products in accordance with the Prices and Volume Discount Prices set forth in Schedule A. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the American Arbitration Association. The Supplier can be an individual or business and is the party that "supplies," or sells, the goods to the Distributor. Get a Sample Distributor Agreement and Distributor Checklist available free to download for your business. 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. h. Exhibits and Schedules. DISTRIBUTION AGREEMENT. IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the date first written above. Territory. A contract between manufacturer and distributor is known as a distributor agreement. Any Party delivering an executed counterpart of this Agreement by telefacsimile shall also deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability or binding effect of 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. Distributor acknowledges that Company has not granted it any authority to make changes to Company’s terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties. a. f. Resale of the Products. g. This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms. Such Prices and Volume Discount Prices shall only be subject to increase once per year on each anniversary date of this Agreement, provided (i) Company provides Distributor with at least [Days written notice] days prior written notice of any such increase, and (ii) such increase does not exceed [Percent] of the preceding year’s Prices and Volume Discount Prices nor the lowest price charged to others for the same Product. the Distributor will not be authorised to make any legal or contractual agreements under the name of the Manufacturer without prior agreement. e. Payment. When you're ready to explore growth opportunities, expand your business gradually. They mature. These can be good models to use as a baseline to compare with the agreement you are going to sign. Upon Customer’s acceptance of any order, Distributor shall submit to Customer via wire transfer at least [Percent total order] of the total order price. Use this free prenuptial agreement as a sample to customize after marrying. Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the “breaching Party”) fails to perform any of its obligations hereunder and fails to correct such failure within [Number calendar days] calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party.
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