DISTRIBUTION AGREEMENT
THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………
BETWEEN
- [Your Name/Company Name], XXX (the “Brand”)
AND
- [Sales Representative/Distributor Name], located in XXX, hereinafter referred to as the (Sales Representative/Distributor).
- APPOINTMENT:
3.1 The Brand appoints the Sales Representative/Distributor as an authorized distributor of XXX products within XXX, with the exclusive right to sell and distribute the products in this territory.
3.2 The Sales Representative/Distributor agrees to diligently promote and market the products, utilizing their best efforts to maximize sales and brand exposure in Nigeria.
- PRODUCT DISTRIBUTION:
4.1 The Brand will supply the Sales Representative/Distributor with the agreed-upon inventory of XXX
4.2 The Sales Representative/Distributor shall be responsible for storing, handling, and distributing the products in a professional manner, ensuring their proper storage conditions and compliance with applicable laws and regulations.
4.3 The Sales Representative/Distributor shall bear all costs associated with the distribution, including packaging, shipping, customs duties, and any other related expenses.
- SALES AND PAYMENT TERMS:
5.1 The Sales Representative/Distributor shall receive 50% of the net sales revenue generated from the inventory sold within XXX Net sales revenue is defined as the total sales revenue minus any applicable taxes, discounts, refunds, and chargebacks.
5.2 The Sales Representative/Distributor shall maintain accurate records of all sales made, including the quantities sold, prices, customer information, and any other relevant details. The Sales Representative/Distributor shall provide a detailed sales report to the Brand on a [monthly/quarterly] basis, outlining the sales performance within XXX.
5.3 The Brand shall have the right to request additional sales reports or records as deemed necessary. The Sales Representative/Distributor agrees to promptly provide any requested information to the Brand.
5.4 Payment shall be made by the Brand to the Sales Representative/Distributor within [number of days] of the receipt of payment from customers, based on the sales reports provided. Payment shall be accompanied by a statement indicating the calculations and deductions made.
- MARKETING AND PROMOTION:
6.1 The Sales Representative/Distributor shall actively engage in marketing efforts to promote XXX products within Nigeria, including but not limited to reaching out to influencers, managing social media campaigns, organizing events, and developing localized marketing strategies.
6.2 The Sales Representative/Distributor shall obtain the Brand’s approval for any marketing materials or campaigns before their launch, to ensure consistency with the Brand’s image and guidelines.
6.3 The Brand shall provide reasonable support to the Sales Representative/Distributor in terms of marketing materials, product information, and training.
- INTELLECTUAL PROPERTY:
7.1 The Brand retains all rights to its trademarks, trade names, logos, and other intellectual property associated with XXX products.
7.2 The Sales Representative/Distributor shall not use the Brand’s intellectual property, including trademarks and logos, without the prior written consent of the Brand.
- TERM AND TERMINATION:
8.1 This Agreement shall commence on the effective date and continue until terminated as provided herein.
8.2 Either party may terminate this Agreement with [number of days/months] prior written notice to the other party, or immediately in case of a material breach of this Agreement by either party.
8.3 In the event of termination, the Sales Representative/Distributor shall cease using the Brand’s intellectual property, return any unsold inventory to the Brand, and settle any outstanding payments.
- CONFIDENTIALITY:
9.1 The Sales Representative/Distributor agrees to keep all confidential information received from the Brand strictly confidential and not disclose it to any third party without the Brand’s prior written consent.
- DISPUTE RESOLUTION:
10.1 Any dispute arising out of or relating to this Agreement shall be resolved through mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures. If the dispute cannot be resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the courts located in United States.
- GOVERNING LAW AND JURISDICTION:
10.1 This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
10.2 Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of [State/Country].
- ENTIRE AGREEMENT:
11.1 This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, understandings, or agreements, whether written or oral.
- COUNTERPARTS:
12.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING
THE BRAND SALES REPRESENTATIVE/DISTRIBUTOR
NAME: NAME:
XXX ________________________
SIGNATURE: SIGNATURE:
______________________________ _________________________
DATE: DATE:
______________________________ _________________________
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