(1)            [Insert Company B] whose principal place of business is at [insert
physical address], [insert your State], XXX, [insert zip code]
(the Company)
(2)            [insert the name of your company] whose principal place of business
is at [insert your address], [insert your State], XXX, [insert
your zip code] (the Distributor)
(A)           The Company wishes to extend the area in which sales are made to
XXX XXX, PA, XXX, and the XXX
(B)           The Distributor and is willing to distribute for the products listed in
Schedule 1 to this Agreement in the XXX, and
the XXX.
(C)           The Company has agreed to appoint Distributor for an initial term as
its Exclusive distributor of Products for certain applications in the Territory and
the Distributor has agreed to accept such appointment subject to the terms and
conditions of this agreement.
(D)           The Distributor also markets/manufactures/distributes various
products, including in particular [insert any other products that you distribute
apart from the products subject to this agreement], but these do not compete
with the Company’s products and, prior to the discussions with the Company
leading to this Agreement, had neither the capacity nor the intention to distribute
any products competing with the Company’s products.
(E) The Distributor and the Company had signed a distribution agreement
dated [insert the date of the first agreement] and intend to amend the terms of
the said agreement by signing this agreement.
IT IS AGREED as follows:
1.              Interpretation
In this Agreement, unless the context otherwise requires the following
expressions shall have the following meanings:
Business Day means a day on which banks are open in Texas, New Jersey,
PA, Puerto Rico, and the Virgin Islands for the transaction of business
(excluding Saturday);

Business Plan means the current annual plan agreed by the parties for the
conduct of Distributor’s business activities under this agreement, consisting of:
(a) a business plan specifying the proposed marketing plan, finance
arrangements, capital expenditures and other activities in the exercise of the
Distribution Rights;
(b) a budget specifying an estimate of the income to be received and the
expenses to be incurred in carrying out that business plan; and
(c) Minimum Purchase and Minimum Sales figures as specified in Schedule 4
for particular periods;
Distribution Rights means the right to Distribute the Products;
Intellectual Property means statutory and other proprietary rights in respect of
copyright and neighboring rights; all rights in relation to inventions, patents,
plant varieties, registered and unregistered trademarks, registered and
unregistered designs, circuit layouts and confidential information; and all other
rights with respect to Intellectual Property as defined in Article 2 of the July
1967 Convention Establishing the World Intellectual Property Organisation as
may be applicable to the Products and to any advertising and promotional
material and any technical materials associated with the supply of the Products;
Materials means hard copy or electronic documentation created by or for the
Company comprising designs, specifications, forms, instructions, manuals,
marketing and advertising copy and artwork, and certificates of analysis, testing
and compliance, relating to the Products.
Products means the products listed in Schedule 1 as from time to time
packaged, altered, added to or withdrawn by the Company;
Territory means the geographical area set out in Schedule 2;
Trademarks means the trademarks and trade names set out in Schedule 3;
Force Majeure means in relation to either party, any circumstances beyond the
reasonable control of that party (including, without limitation, any strike, lockout
or other form of industrial action).
1.2       Any reference in this Agreement to ‘writing’ or cognate expressions
includes a reference to e-mail, facsimile transmission or comparable means of
1.3       Any reference in this Agreement to an enactment shall be construed as
a reference to that enactment as amended, reenacted or extended at the
relevant time.
1.4      The headings in this Agreement are for convenience only and shall not
affect its interpretation.
2.              Appointment and Term

2.1           The Company appoints the Distributor from the date of this
Agreement as its Exclusive distributor for the purpose of reselling, the Products
under the Trademarks within the Territory.
2.2           The Company may not distribute, sell, the Products in the Territory.
2.3           This Agreement shall remain in force for an initial term of [insert
years] years and shall continue in full force and effect (unless terminated in
accordance with clause 10) until terminated by either party giving to the other
not less than 2 months written notice expiring on or after the expiry of such
initial term.
3.              Purchase of products
3.1           The Distributor shall buy its entire requirements for Products from the
Company on the Company’s then current distributor list price.
3.2           This Agreement does not constitute an order by the Distributor for any
3.3           The Company:
(a)            will use its best endeavors to fulfil promptly all accepted orders for
Products ordered by Distributor to give priority to the supply of Products to
(b)            will inform the Distributor in writing of any improvements to or new
Products developed by the Company which in the opinion of the Company are
suitable for marketing in the Territory.  Within three months of the date of such
notice the Distributor may by written notice to the Company choose to include
such new or improved Products within the terms of this Agreement.
3.4           The Distributor shall keep a sufficient stock of Products (for sale and
demonstration purposes) to meet expected customer requirements.
3.5 The minimum purchase target for Products in the Territory for the duration
of this Agreement is set out in Schedule 5 (the Targets).
4.              Sale of the products
4.1           The Distributor shall:
(a)            sell the Products on its own behalf and not on behalf of, or in the
name of, the Company;
(b)            publicise and promote the use of the Products throughout the
Territory and work to obtain orders for them;
(c)            not advertise for, canvass or otherwise seek orders for Products from
customers outside the Territory;

(d)            not establish any branch, subsidiary or depot for the supply of
Products outside the Territory;
(e)            not be involved directly or indirectly in the production or supply within
the Territory of any products which in the Company’s reasonable opinion
compete with or perform substantially similar functions to the Products; and
(f)             take good care of Products in its possession or control and only
supply those Products which are in good condition.
4.2           Selling prices for the sale of the Products in the Territory by the
Distributor shall be established and revised from time to time by the Distributor.
4.3           The Distributor may give its customer any express warranty that is
incorporated into the contract of sale between the Company and the Distributor
in relation to the Products sold to it pursuant to such contract.
4.4           All orders delivered to the Distributor shall be delivered INCOTERMS
(INCOTERMS) or as otherwise agreed upon in writing.
4.5           Payment by the Distributor will be made in full within 60 days of the
invoice date, in USD.
5.              Distributor’s general duties
5.1           The Distributor shall:
(a)            provide a prompt and efficient after sales service for customers to
whom it has sold Products in the Territory at its own cost;
(b)            comply with the Company’s reasonable instructions and act
beneficially and loyally to the Company and shall not do anything to prejudice
the sale of Products in the Territory;
(c)            conduct its business in a responsible and ethical manner and in
accordance with all laws applicable to the Territory and at its own expense
obtain all necessary permits, consents and licences to enter this Agreement and
perform its duties within the Territory;
(d)            maintain an adequate number of qualified staff to enable it promptly
and efficiently to perform its obligations;
(e)             participate as requested in the Company’s promotional and training
(f)            keep the Company informed of any complaint or dispute concerning
Products supplied by the Distributor;
(g)             obtain the Company’s written approval before issuing any
advertisement or publicity for Products in the Territory other than those directly
provided by the Company;

(h)            not make any modification to any of the Products save as the
Company may from time to time authorise in writing.
5.2           The Distributor may only describe itself as the Company’s authorised
distributor for the Products in the Territory.  The Distributor shall sell the
Products as principal and shall not incur any liability on behalf of the Company.
5.3           The Distributor shall not alter, remove or obliterate the packing in
which the Company supplies a Product or any of the Company’s markings,
notices or means of identification which are part of, or affixed to, the packaging
of any Product.
6.              Company’s general rights and duties
6.1 The Company reserves the right to supply to any geographical area or
category of customers with immediate effect by giving the Distributor written
notice if it considers that the Distributor is failing to perform its obligations under
this Agreement in respect of such geographical area or category of customers.
6.2           The Company shall:
(a)            provide the Distributor with such Technical assistance as it may from
time-to-time request (including site visits);
(b)            train at its expense the Distributor’s staff in knowledge in respect of
the Products and their servicing;
(c)            provide the Distributor, upon request, with such manuals, marketing
aids and publicity material as the Company may from time to time make
available; and
(d)            spend no less than [insert amount] to advertise the Products in the
6.3 The Company will provide Distributor or its employees with such training in
the marketing and installation of the Products and the use of the Materials,
as considers reasonably necessary in its sole discretion to enable Distributor to
distribute the Products and promote the use of the Products and Materials
pursuant to this agreement.
6.4 The Company may provide training for the purposes of this clause at
locations in the Territory nominated by Distributor, at the expense of Distributor
or otherwise as agreed between the parties.
6.5 The Company will, in respect of Products, provide Distributor from time to
time with Materials containing information regarding:
(a) the use and operation of the Products;
(b) modifications, enhancements or revisions to the Products; and
(c) other technical information affecting the performance of the Products.

6.6 The Company will provide Distributor with such Materials as
it considers reasonably necessary to enable the Distributor to Distribute the
Products pursuant to this agreement. The Distributor acknowledges that those
Materials will have been developed by for use by the Company in general and
that the costs of any necessary modification or creation of Materials specific to
the Territory is to be borne by Distributor.
6.7 Distributor may not modify any Materials or produce new Materials without
the prior written consent of the Company. All Intellectual Property rights in any
such modified or new Materials are to be the property of the Company.
6.8 Where Materials are intended to be reproduced for advertising and
marketing purposes or where distribution is required by law or regulation, the
Company need only supply two copies of the relevant artwork or other copy, in
a form suitable for reproduction by Distributor.
6.9 All written material or broadcasts or other communications relating to
Products prepared by the Distributor for dissemination to the public, including
advertisements and pamphlets, must have the prior written approval of the
Company for any claim or representation relating to Products that is not a direct
repetition a claim or representation made in writing by the Company.

7.              Confidentiality
7.1           The Distributor shall treat as confidential all information which the
Company may make available to it pursuant to this Agreement or the
negotiations in respect thereof (the "Confidential Information") and shall not
without the prior written consent of the Company:
(a)            exploit any part of the Confidential Information save as is reasonably
necessary to enable it to sell the Products; or
(b)            disclose any part of the Confidential Information other than to its
employees or customers (or potential customers) who need to know the
Confidential Information for the purpose of this Agreement provided that:
(i)      such person is made aware prior to disclosure of the
proprietary and confidential nature of the Confidential Information; and
(ii)      such person owes an express duty of confidence to the
Distributor, which the Distributor shall enforce.
7.2           The Distributor may disclose, in general terms, relevant parts of the
Confidential Information to customers and potential customers but only so far as
is necessary in good faith to promote the sale of the Products.
7.3           The Distribution Rights, the Confidential Information and all
proprietary and intellectual property rights in the Products shall belong to the

7.4           The provisions of this clause 7 shall remain in force after the
termination of this Agreement for any reason.
8. Intellectual Property
8.1 The Company agrees to allow Distributor to use any Intellectual Property
right relating to Products that it owns or is entitled to license, solely in
connection with the Distribution of the Products in the Territory pursuant to this
8.2 The Distributor agrees to:
(a) notify of any actual infringement of the Intellectual Property and ail relevant
information known to Distributor concerning such an infringement;
(b) take reasonable action as may be specified by at the expense of the
Company concerning the infringement;
(c) procure from any of its employees or sub-distributors or agents instruments
binding them to the same duties as are set out in this clause if requests this.
8.3 All goodwill in the Trade Marks arising out of the Distribution of Products by
Distributor enures to the benefit of the Distributor’s other direct or indirect
9.              Liability
9.1           Unless stated in this Agreement or expressly agreed in writing and
signed by an authorised signatory of the Company, no term, condition or
warranty (whether express or implied) as to the nature, quality or fitness of the
Products for any purpose or their conformity with any sample shall be part of
any contract between the Company and the Distributor.  The Distributor
acknowledges that the Company has not given any warranty that the Products
are fit for a particular purpose or will achieve any particular performance criteria.
9.2          The Company shall obtain adequate insurance cover in respect of all
risks relating to this Agreement and the Products normally covered by insurance
in accordance with good industry practice.
10.           Termination of this agreement
10.1         Either party shall have the right at any time by giving notice in writing
to the other to terminate this Agreement forthwith if the other party commits a
breach of any of the terms and conditions of this Agreement and fails to remedy
such breach within 30 days from receipt of notice in writing from the first party
specifying such default.
10.2         The Company shall have the right to terminate this Agreement
forthwith by written notice to the Distributor without affecting its accrued rights
and without entitling the Distributor to receive any compensation:

(a)            if the Distributor fails to achieve any of the Targets for 2 continuous
(b)            if either party is unable to pay its debts as they fall due or will cease
to carry on business as a going concern or will cease to be in a position to fulfil
this Agreement for any reason of bankruptcy, insolvency or otherwise.
10.3         On termination of this Agreement for any reason:
(a)            the Distributor shall forthwith stop using the Distribution Rights;
(b)            the Distributor shall not represent that it is still in any way connected
with the Company and shall not carry on business under any name or style or in
such a manner as to cause confusion with the Company’s business;
(c)            the Company shall repurchase from the Distributor all or part of the
Distributor’s stock of Products paid for but not sold by the Distributor or needed
to fulfil customers’ orders accepted prior to termination (of which the Distributor
shall give the Company an inventory) at a price equal to that paid by the
Distributor to the Company with a reduction in respect of damage to the
Products and any monies owed by the Distributor to the Company under the
provisions of this Agreement;
(e)            the Company shall have the right to cancel all unfulfilled orders of the
Distributor previously accepted by the Company with the exception of orders
required by the Distributor to fulfil contracts with customers entered into prior to
termination (of which the Distributor shall give the Company an inventory).
11.           Force majeure
11.1         If either party is affected by Force Majeure, it shall promptly notify the
other party of the nature and extent of the circumstances in question.
11.2         Notwithstanding any other provisions of this Agreement neither party
shall be deemed to be in breach of this Agreement, or otherwise be liable to the
other, for any delay in performance or other non-performance of any of its
obligations under this Agreement to the extent that the delay or non-
performance is due to Force Majeure of which it has notified the other party and
the time for performance of that obligation shall be extended accordingly.
12.           General
12.1         The rights and obligations of Distributor may not be assigned,
charged, encumbered or otherwise dealt with other than in the course of a
solvent reconstruction of the Distributor’s group of related corporations that
does not change the ultimate controlling entity of the Distributor.
12.2         The Distributor and the Company are independent contractors and
the Distributor is not, and shall not represent itself to be, a partner, joint
venturer, agent, employee or representative of the Company.

12.3         All notices which are required to be given hereunder shall be in
writing and shall be sent to the address of the recipient set out in this
Agreement.  Each party shall promptly notify any change of address to the
others in writing.  Any notice posted shall be deemed to have been received 3
days after posting, and any notice given in any other manner shall be deemed
to have been received at the time when in the ordinary course it would have
been received.
12.4         No waiver of any rights arising under this Agreement shall be effective
unless in writing and signed by a duly authorised signatory of the party against
whom the waiver is to be enforced.  No failure or delay by either party in
exercising any right, power or remedy under this Agreement (except as
expressly provided herein) shall operate as a waiver of any such right, power or
12.5         If any provision of this Agreement should become illegal or void for
any reason, the validity of the remaining provisions shall not be affected and the
parties shall enter into negotiations in good faith to find a replacement for the
provision which is of similar economic effect.
12.6         No addition to or modification of any provision of this Agreement shall
be binding upon the parties unless made by a written instrument signed by a
duly authorised signatory of each of the parties.
12.7        This Agreement sets out the entire agreement and understanding
between the parties with respect to the subject matter hereof.  This Agreement
supersedes all previous agreements, arrangements and understandings
between the parties with respect to the subject of this Agreement, which shall
cease to have any further force or effect. It is agreed that:
(a)             neither party has entered into this Agreement in reliance upon any
representation, warranty or undertaking of the other party which is not expressly
set out or referred to in this Agreement, and all conditions, warranties or other
terms implied by statute or common law are hereby excluded to the fullest
extent permitted by law;
(b)           a party may claim in contract for breach of Warranty under this
Agreement but shall have no claim or remedy under this Agreement in respect
of misrepresentation (whether negligent or otherwise, and whether made prior
to, and/or in, this Agreement) or untrue statement made by the other party;
(c)            this clause shall not exclude any liability for fraudulent
13.           No Rights under Contracts for Third Parties
13.1        A person who is not a party to this Agreement shall have no right
under any law to enforce any of its terms.
14.           Arbitration and Proper law

This document is governed by and are to be construed in accordance with the
laws of Texas applicable therein.
Each party irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of [insert state] (and any court of appeal) and waives
any right to object to an action being brought in those courts, including on the
basis of an inconvenient forum or those courts not having jurisdiction.
15.           Notices and service
15.1        Any notice to be given by one party to the other party under, or in
connection with, this Agreement shall be in writing and signed by or on behalf of
the party giving it.  It shall be served by sending it by email to the address set
out in clause 15.2, or delivering it by hand, or sending it by prepaid recorded
delivery, special delivery or registered post, to the address set out in
clause 15.3 and in each case marked for the attention of the relevant party (or
as otherwise notified from time to time in accordance with the provisions of this
clause 15).  Any notice so served by hand, e-mail, fax or post shall be deemed
to have been duly given:
a. in the case of delivery by hand, when delivered;
b. in the case of fax or electronic mail on a Business Day prior to 5.00 pm,
at the time of receipt;
c. in the case of prepaid recorded delivery, special delivery or registered
post, at 10am on the second Business Day following the date of posting
provided that in each case where delivery by hand or by fax occurs after 5pm
on a Business Day or on a day which is not a Business Day, service shall be
deemed to occur at 9am on the next following Business Day. References to
time in this clause are to local time in the country of the addressee.
References to time in this clause are to local time in the country of the
15.2        The addresses of the parties for the purpose of clause 15.1 are as
[Insert Company B]
Address: [insert physical address]
[insert your city]
United States of America
[insert zip code]
E-mail: [insert company email address]
For the attention of: [insert name of the contact person from your company]

[insert your company]
Address: [insert your address]
[insert your city]
United States of America
[insert your zip code]
E-mail: [insert email]
For the attention of: [insert your name]
15.3        A party may notify the other party to this Agreement/ of a change to its
name, relevant addressee, address or fax number for the purposes of this
clause 15, provided that, such notice shall only be effective on:
(a)            the date specified in the notice as the date on which the change is to
take place; or
(b)           if no date is specified or the date specified is less than five Business
Days after the date on which notice is given, the date following five Business
Days after notice of any change has been given.
15.4        All notices under or in connection with this Agreement shall be in the
English language or, if in any other language, accompanied by a translation into
English.  In the event of any conflict between the English text and the text in any
other language, the English text shall prevail.
15.5        Service of any legal proceedings concerning or arising out of this
Agreement shall be effected by causing the same to be delivered to the party to
be served at its principal place of business as specified in this Agreement, or to
such other address as may from time to time be notified in writing by the party
AS WITNESS this Agreement has been signed by the duly authorised
representatives of the parties the day and year above written.

for and on behalf of [Insert Company B] )



for and on behalf of [insert your company] )


On this [insert date], before me, the undersigned, a Notary Public in and for said
County and State, residing therein, duly commissioned and sworn, personally
appeared  [insert name of representative of the company] and [insert name of
representative of the Distributor], personally known to me (or proved to me on
the basis of satisfactory evidence) to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacity, and that by their signatures on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

WITNESS my hand and official seal.


Name (typed or printed)

My Commission expires:
Schedule 1

[description of the beverages]

Schedule 2

Texas, New Jersey, PA, Puerto Rico, and the Virgin Islands

Schedule 3

Schedule 4
Stock Requirements

Schedule 5
Purchase Targets

[insert minimum purchase targets]

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