This document is a distribution agreement between a company and a distributor. The agreement outlines the appointment of the distributor as the exclusive distributor for the company's products in a specific territory. The agreement sets out the terms and conditions of the distribution relationship, including the purchase of products, distribution rights, and intellectual property.

The agreement defines key terms such as business day, business plan, distribution rights, intellectual property, materials, products, territory, trademarks, and force majeure. It also stipulates that any reference to "writing" includes email, facsimile transmission, or comparable means of communication, and any reference to an enactment is construed as a reference to that enactment as amended, re-enacted, or extended at the relevant time.

The document establishes the initial term of the agreement as [TERM] years and provides for automatic renewal unless terminated by either party with three months' written notice. The distributor agrees to purchase all its requirements for products from the company at the then-current terms of sale and list price. The company has the right to sell and distribute products in the territory either itself or by appointing third parties on a non-exclusive basis.

The agreement grants the distributor the exclusive right to distribute the products listed in Schedule 1 within the territory. The distributor may not distribute competing products during the term of the agreement. The distributor is also required to comply with the business plan, including minimum purchase and sales figures set out in Schedule 4.

The agreement also outlines the procedures for the use of the company's trademarks and trade names and provides for the protection of the company's intellectual property. The document stipulates that the distributor may not use the company's materials or intellectual property without the company's prior written consent.

In case of any event beyond the reasonable control of either party, including any strike, lockout, or other industrial action, the agreement provides for force majeure. The agreement may also be terminated by either party in case of a material breach by the other party.

In summary, this distribution agreement provides for the appointment of a distributor for the exclusive distribution of the company's products in a specific territory. It sets out the terms and conditions of the distribution relationship, including purchase requirements, intellectual property, and force majeure. The agreement aims to protect the company's intellectual property and ensure compliance with the business plan.

How to use this document?

How to Use This Document:

1. Read the agreement carefully: This document outlines the terms and conditions of the distribution agreement between the Company and the Distributor. Before using this document, make sure you have understood the content of the agreement.

2. Fill in the blanks: The agreement is incomplete, and certain information needs to be filled in. Parties will need to provide their name and address, the territory where the agreement is applicable, the term of the agreement, and other details as requested.

3. Understand the interpretation section: The interpretation section defines key terms used in the agreement, including Business Day, Business Plan, Distribution Rights, Intellectual Property, Materials, Products, Territory, Trademarks, and Force Majeure. Familiarise yourself with these terms before signing the agreement.

4. Appointment and Term: The Company appoints the Distributor as its exclusive distributor for the Products in the Territory. The agreement outlines the terms for the initial term of the agreement and the conditions for its renewal.

5. Purchase of products: The Distributor is required to purchase its entire requirements for Products from the Company at the Company's current terms of sale and distributor list price. Any conflicting terms from the Distributor's individual purchase orders will not be applicable.

6. Obligations of the Distributor: The Distributor is required to undertake certain obligations, including promoting and marketing the Products within the Territory, maintaining a minimum inventory level, submitting regular reports to the Company, and maintaining accurate records.

7. Termination: The agreement can be terminated by either party by providing a written notice of not less than 3 months expiring on or after the expiry of the initial term.

8. Applicable law and jurisdiction: The agreement is subject to the laws of the jurisdiction where the Company is located. Any disputes arising out of the agreement will be resolved in accordance with the laws of that jurisdiction.

By following these steps, parties can use this document to create a legally binding distribution agreement that outlines their rights and obligations. It is recommended that parties seek legal advice before signing any legally binding document.