EXCLUSIVE BRAZIL EXPRESS AGREEMENT

by | Mar 15, 2022 | Samples legal papers

EXCLUSIVE BRAZIL EXPRESS AGREEMENT

This Exclusive Brazil Express Agreement (“Agreement”) is made and effective on this, the __________31st of March 2021________, by and between __________MundoLah Pte Ltd________ corporation having offices at Singapore (“MundoLah”) and _______________Brazil Express BR____________ with its principal place of business at Itajaí/Indaial Brazil.(“Brazil Express”).

The parties agree as follows:

  1. Appointment

Brazil Express appoints MundoLah as its exclusive importer for the Products in the Territory of Singapore, unless agreed otherwise.

  • General Duties

Being the MundoLah the sole importer of Brazil Express, Brazil Express shall not sell its products without the prior written consent of MundoLah to any other entity (including individuals, businesses, government entities, resellers, dealers, retailers, and others) in Singapore. Brazil Express’s task is to buy the demanded products, according to MundoLah’s requirements and prepare the order to exportation. 

Brazil Express shall also provide reasonable “after sale” support to MundoLah.

  • Conflict of Interest

During the term of this Agreement, Brazil Express shall not sell, represent or promote within the Territory of Singapore any lines or products that, in MundoLah’s judgment, compete with its Products. Brazil Express shall notify MundoLah in writing of any new companies interested to import Brazil Express’ products to Singapore. Brazil Express needs to obtain MundoLahs written approval prior to selling products to it. 

  • Independent Contractor

Brazil Express is an independent contractor, and nothing contained in this Agreement shall be construed to (1) give either party the power to direct and control the day-to-day activities of the other; (2) constitute the parties as partners, joint venturers, co-owners or otherwise; or (3) allow Brazil Express or MundoLah to create or assume any obligation on behalf of each other, except if previously agreed by both parties. Brazil Express is not an employee of MundoLah and is not entitled to any employee benefits, as MundoLah is not is not an employee of Brazil Express and is not entitled to any employee benefits. All financial and other obligations associated with Brazil Express’s business are the sole responsibility of Brazil Express as all financial and other obligations associated with MundoLah’s business are the sole responsibility of MundoLah.

  • Indemnification
  1. Indemnification by Brazil Express. Brazil Express shall indemnify and hold MundoLah free and harmless from any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of intentional or negligent acts or omissions by Brazil Express, its employees or agents.
  2. Indemnification by MundoLah. MundoLah shall indemnify and hold Brazil Expresss free and harmless from any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of intentional or negligent acts or omissions by MundoLah, its employees or agents.
  • Product Availability

Brazil Express shall use its best efforts in filling orders submitted by MundoLah in a reasonable and timely fashion. Brazil Express shall immediately notify MundoLah of any known or anticipated delays in filling new or previously entered orders and the estimated duration of any delays so that MundoLah may fairly represent this information to existing or potential customers. 

  • Term

This Agreement shall commence on the date first written above and shall continue while MundoLah keeps ordering products from the Brazil Express within a period not less than one year. 

  • Termination
  1. Termination for Breach. If either party defaults in the performance of any material obligation in this Agreement, then the non-defaulting party may give written notice to the defaulting party and if the default is not cured within thirty (30) days following such notice, the Agreement will be terminated.
  2. Termination for Insolvency. Either party shall have the option to terminate this Agreement without notice, (1) upon the institution of actions against the other party for insolvency, receivership or bankruptcy, or any other proceedings for the settlement of other party’s debts, (2) upon other party’s making an assignment for the benefit of creditors, or (3) upon initiation of dissolution proceedings against the other party.
  • Confidentiality

Brazil Express acknowledges that by reason of its relationship to MundoLah hereunder it will have access to certain information and materials concerning MundoLah’s business plans, customers, technology, and products that is confidential and of substantial value to MundoLah, which value would be impaired if such information were disclosed to third parties. Brazil Express agrees that it shall not disclose to any third party, any such confidential information revealed to it by MundoLah. 

  • Notices

All notices required or permitted by this agreement shall be deemed given if sent by certified mail or postage prepaid. Notices shall be made as follows:

  • Assignment

Neither party shall have the right to assign its interest in this Agreement to any other party, unless the prior written consent of the other party is obtained. 

  • Attorney’s Fees

Should any action be brought by either party to enforce the provisions of this Agreement, the prevailing party, whether by settlement, adjudication or arbitration, shall have the right to collect reasonable attorneys’ fees, expenses and costs from the non-prevailing party.

  • Governing Law and Jurisdiction

This Agreement shall be governed by and construed according to the laws of Brazil.

The city of Jurisdiction is Rio de Janeiro. 

  • Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. 

  • Entire Agreement

This Agreement constitute the entire agreement between MundoLah and Brazil Express and supersedes all prior agreements or understandings with respect to the subject matters contained herein. This Agreement shall not be amended, altered or changed except by a written agreement signed by both parties.

The below signed parties hereby acknowledge that they have read and understand the entire Agreement, that they have authority to enter this Agreement on behalf of their respective organizations, and that they have freely and voluntarily executed this Agreement as of the day and year first written above.

 

Brazil Express name: ______________________

Signature: ________________________

 

MundoLah Rep Name: _________________________

MundoLah Seal: ________________________

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