EXCLUSIVE DISTRIBUTION AGREEMENT

EXCLUSIVE DISTRIBUTION AGREEMENT

This EXCLUSIVE DISTRIBUTION AGREEMENT is made on this [DATE] by and between;

[NAME], a Company located in Florida with a business address of [ADDRESS] (hereinafter “Company”)

AND

[NAME] of address [ADDRESS] (hereinafter “Distributor”)

WHEREAS, The Company and the Distributor shall jointly be referred to as “Parties” and individually as “A Party” to this agreement;

WHEREAS, Company deals in cycling apparel brand;

WHEREAS, the addendums herein shall form part of this agreement;

WHEREAS, both parties intend to carry out business with each other according to the terms and conditions set out in this agreement.

IN CONSIDERATION OF the premises, and of the mutual promises and undertakings herein contained, the parties, intending to be legally bound, do agree as follows:

1. DEFINITION OF TERMS

In this Agreement, the following words shall have the following meanings when written with a first capital letter:

“Addendum” means an appendix attached to this agreement. An Addendum forms part of the agreement.

“Agreement” means this Exclusive Distribution Agreement.

“Customer” means the individual or entity buying the merchandise from the Distributor.

 “Products/Merchandise/Commodity” means the Company’s branded apparel with unique Company designs set out in “Appendix A”.

• DISTRIBUTION RIGHTS
  • The Company hereby grants to the Distributor the right to exclusively distribute the Company’s branded apparel according to the terms set out in the Agreement.
  • The Distributor shall be an exclusive distributor of the Company’s brand in Taiwan.
  • The Distributor shall be entitled to designate himself as an authorized distributor of the Products, but shall not be entitled to enter into agreements on behalf of or to otherwise bind the Company.
• DISTRIBUTOR’S OBLIGATIONS
  • The Distributor shall endeavor to sell as many units of the Products as possible.
  • The Distributor shall market the Products in a professional manner and shall follow any reasonable instructions of the Company in so doing. The Distributor shall use the Company’s marketing materials or its own marketing materials approved by the Company.
  • The Distributor shall employ personnel and maintain a pre-sales and after-sales service for the Products to serve customers in a professional manner with respect to purchase order confirmations, shipping, return and refunds, repairs, and other matters.
  • The Distributor shall be free to set its own sales prices of the Products, but shall keep the Company informed of its sales prices.
• COMPANY OBLIGATIONS
  • The Company shall deliver the Products ordered by the Distributor.
  • The Company shall ensure that the Products comply with all applicable laws in [country] and shall obtain all statutory approvals of the Products necessary to sell them in [country].
• PURCHASE ORDERS AND CONFIRMATIONS
  • The purchase of merchandise is accomplished by the Distributor sending a written purchase order to the Company. A purchase order shall not be binding on the Company until the Company has sent a written purchase order confirmation to the Distributor. The Company shall confirm or reject a purchase order within __________ days of receipt, failing which the purchase order shall be deemed confirmed.
• DELIVERY
  • If delivery of a the merchandise is delayed by _________ days or more, the Distributor may set a time of not less than _________ days within which the Supplier shall deliver the merchandise. If the Supplier fails to deliver the merchandise within the time set by the Distributor, the Distributor shall be entitled to take any action necessary to make sure Company complies. Further, the Distributor may terminate the purchase of the Merchandise.
  • The remedies set out in this section shall be the exclusive remedies available to the Distributor for late delivery of merchandise.
• CANCELLATION OF ORDERS

Any and all cancellations shall be made in writing to the Company by the Distributor. In the event of a cancellation, the Distributor shall reimburse the Company for any loss incurred prior to the notice of cancellation.

• PAYMENT TERMS
  • The Distributor shall pay to the Company 100% of the total amount owed before delivery of the merchandise.
  • The prices of the merchandise shall follow the Company’s price list as in force from time to time, unless the Parties otherwise agree in writing. The Company shall be entitled to change prices at any time upon _____________ days’ written notice to the Distributor.
  • The fee schedule is more particularly described in “Appendix B” attached hereto
• WARRANTY
  • The Company warrants that the merchandise will be free from material defects in design, materials and workmanship.
  • The Company shall, at its election and expense, remedy defective merchandise by repairing or replacing them within a reasonable time, provided that the Distributor notifies the Company of the warranty claim without undue delay after having discovered it and within the warranty period.
  • All repairs and replacements carried out under warranty shall be free from material defects in design, materials and workmanship.
  • The warranty under this section does not cover defects resulting from:
• Normal tear and wear;
• Accident or other external cause;
• Incorrect storage, service, maintenance or use, or
• Repairs or alteration not approved by the Company.
  • The remedies set out in this section shall be the exclusive remedies available to the Distributor for defects in the merchandise.
• PRODUCT LIABILITY

The Parties shall each maintain a product liability insurance policy with a sum insured of not less than [amount and currency] per occurrence and [amount and currency] per insurance year for the duration of the Agreement and for ____________years after termination of the Agreement.

1. INTELLECTUAL PROPERTY RIGHTS
   1. The full ownership in all intellectual property rights in the merchandise, including, without limitation, patents, designs, trademarks and copyrights, shall vest in the Company.
   1. If the merchandise delivered under the Agreement infringe third party intellectual property rights, the Company shall, at its expense:
2. Procure for the Distributor and its customers the right to continue to use the infringing products,
3. Modify the infringing merchandise to make them non-infringing, or
4. Replace the infringing merchandise with non-infringing items.
   1. The remedies set out herein shall be the exclusive remedies available to the Distributor in the event of infringement of third party intellectual property rights by the Company.
5. CONFIDENTIALITY
   1. Confidential Information. For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by the contractor hereunder). Confidential Information does not include:
6. Information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;
7. Generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade;
8. Information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation;
9. information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or
10. Information the Receiving Party develops independent of any information originating from the Disclosing Party.
    1. A Party shall keep all Confidential Information obtained from the other Party under the Agreement strictly confidential and shall not disclose it to any third party or use it for any purpose other than the performance of the Agreement without the other Party’s prior written consent.
    1. Recipient hereby further agrees that, in the event of its breach or threatened breach of this Agreement, the Disclosing Party would suffer irreparable harm and the Disclosing Party’s remedies shall include, in addition to any other remedies available at law or in equity, equitable remedies such as specific performance and injunctive relief and shall not be limited to monetary damages. Specifically, the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation.
11. LIMITATION OF LIABILITY
    1. A Party shall not be liable to the other Party for failure to fulfill its obligations under the Agreement to the extent caused by circumstances beyond its reasonable control (force majeure). If such circumstance lasts for _____________ days or more, the Party not affected hereby shall be entitled to terminate the Agreement upon written notice, and without liability, to the Party affected hereby.
    1. Notwithstanding anything to the contrary in the Agreement, the Company’s total liability to the Distributor under the Agreement shall not exceed [amount and currency] per year and the Company shall not be liable for indirect loss, including, without limitation, loss of profit, loss of turnover, loss of business, loss of goodwill, loss of anticipated savings or costs of procuring replacement products or services.
12. TERMINATION
    1. Either party may terminate this agreement at any time if the other party breaches this agreement and does not cure such breach within a specified period as agreed by the parties in addition to any right or remedy that may be available to the either party under this agreement or applicable law.
    1. Termination for convenience

Distributor may not terminate this Agreement without cause in any situation.

1. Termination for breach

If either party breaches this Agreement, the other may terminate this Agreement if the breaching party does not cure the breach within ____________ days of written notice of the same. Termination shall be without prejudice to any rights which may have been accrued to either party before termination.

Unless otherwise mutually agreed to in writing, upon the termination of this

Agreement, any arrangement for Services then in effect will immediately terminate.

1. RELATIONSHIP OF THE PARTIES

Nothing contained in this Contract will be construed to create an employer and employee relationship between the Distributor and the Company. The Company and the Distributor agree that the Distributor is, and at all times during this Agreement shall remain, an independent contractor.

1. INDEMNIFICATION

The Distributor shall indemnify and hold the Company harmless for any loss or liability arising from performing services under this agreement.

1. DISPUTES

Except as otherwise specifically agreed in writing by the Distributor and the Company, any dispute relating to any rights and/ or obligations arising from this Agreement which is not resolved by the parties amicably shall be adjudicated by any court of competent jurisdiction.

1. APPLICABLE LAW

This Agreement shall be deemed to have been made, executed, and delivered in [NAME OF STATE/COUNTRY/TERRITORY] and shall be construed per the laws of [STATE/COUNRTY].

1. SEVERABILITY
   The invalidity or unenforceability, in whole or in part, of any provision in this Agreement shall not affect in any way the remainder of the provisions herein.
2. ENTIRE AGREEMENT

 This Agreement, together with any other materials referenced in or expressly made a part of the Agreement constitutes the final and entire Agreement between the company and the Service Provider. It supersedes all prior and contemporary agreements, oral or written.

• MODIFICATION

This Agreement may be modified or amended only by a duly authorized written instrument executed by the parties hereto.

• MISCELLANEOUS
• The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
• Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
• ADDENDUMS

Appendix A- List of Merchandise

Appendix B- Fee Schedule

In Witness of whom, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

COMPANY

Name of Company: ________________________________________________

Name of Representative: ______________________________________________

Title of Representative: _____________________________________________

Signature: ________________________________________________

DISTRIBUTOR

Name of Distributor: ___________________________________________

Name of Representative: ________________________________________

Title of Representative: _________________________________________

Signature: ________________________________________________

ADDENDUMS

APPENDIX A

LIST OF MERCHANDISE/COMMODITIES

APPENDIX B

FEE SCHEDULE