EXCLUSIVE BUYER AGREEMENT
This Exclusive Buyer Agreement (“Agreement”) is made and effective on this, the
______, by and between __________________corporation having offices at
Singapore (“Company”) and ___________________________with its principal place of business
at Brazil.(“Buyer”).
The parties agree as follows:
- Appointment
Company hereby appoints Buyer as its exclusive Buyer for the Products in the Territory. Buyer’s
sole authority shall be to solicit orders for the Products in the Territory in accordance with the
terms of this Agreement. Buyer shall not have the authority to make any commitments
whatsoever on behalf of Company. - General Duties
Buyer shall use its best efforts to promote the Products and maximize the sale of the Products in
the Territory. Buyer shall also provide reasonable assistance to Company in promotional
activities of Company with respect to the Products. Buyer shall also provide reasonable “after
sale” support to Product purchasers and generally perform such sales related activities as are
reasonable to promote the Products and the goodwill of the Company in the Territory. Buyer
shall report monthly to Company by written report due by the _ of the following month
concerning sales of the Products and marketing activities of the previous month. This report,
known as the monthly “Sales and Marketing Report”, shall include two parts, the “Product Sales
Report” and the Marketing Activity Report”. The Product Sales Report shall include orders
written and should include customer name and address, Product or Products ordered, and date of
sale. Marketing Activity Report shall include a general synopsis of activities, such as
advertisements, articles, trade shows, etc. Buyer will devote adequate time and effort to perform
its obligations. Buyer shall neither advertise the Products outside the Territory nor solicit sales
from purchasers located outside the Territory without the prior written consent of Company.
Buyer’s task is to solicit orders from all potential customers in the Territory including
individuals, businesses, government entities, resellers, dealers, retailers, and others. - Reserved Rights
Company reserves the right to exhibit, advertise, market, attend trade shows, and solicit orders
directly from and sell directly to any end-users or other retail buyers within the Territory.
Company further reserves the right to enter into any agreements, partnerships, associations, joint
ventures, or other business relationships with manufacturers, suppliers, or other parties. Any
sales or leads of Products made directly by the Company in the Territory will be credited and
attributed to the Buyer, except that such sales will not count towards any quarterly or annual
minimum sales quotas that Buyer may be subject to elsewhere in this Agreement.
- Conflict of Interest
Buyer warrants to Company that it does not currently represent or promote any lines or products
that compete with the Products. During the term of this Agreement, Buyer shall not represent,
promote or otherwise try to sell within the Territory any lines or products that, in Company’s
judgment, compete with the Products covered by this Agreement. Buyer shall provide Company
with a list of the companies and products that it currently represents and shall notify Company in
writing of any new companies and products at such time as its promotion of those new
companies and products commence. - Independent Contractor
Buyer 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 Buyer to
create or assume any obligation on behalf of Company for any purpose. Buyer is not an
employee of Company and is not entitled to any employee benefits. Buyer shall be responsible
for paying all income taxes and other taxes charged to Buyer on amounts earned hereunder. All
financial and other obligations associated with Buyer’s business are the sole responsibility of
Buyer. - Indemnification
A. Indemnification by Buyer. Buyer shall indemnify and hold Company free and harmless
from any and all claims, damages, or lawsuits (including attorneys’ fees) arising out of
intentional or negligent acts or omissions by Buyer, its employees or agents.
B. Indemnification by Company. Company shall indemnify and hold Buyer free and
harmless for any and all claims, damages, or lawsuits (including attorneys’ fees) arising
out of defects in the Products caused by Company. - Product Warranty
Any warranty for the Products shall run directly from Buyer to the purchaser of the Products.
Pursuant to any such warranty, the purchaser shall contact Buyer directly to make arrangements
for repair, return, or replacement of any allegedly defective Products. Buyer shall have sole
authority to deal with customers regarding any such warrantable repairs, returns, or replacement.
Upon receipt of any such warrantable products, Buyer shall separately contact Company to
arrange for return or credit for these defective products. The decision for determination of defect
and replacement or credit for these products shall be solely at the Company’s discretion. - Product Availability
Company shall use its best efforts in filling orders submitted by Buyer in a reasonable and timely
fashion. Company shall immediately notify Buyer of any known or anticipated delays in filling
new or previously entered orders and the estimated duration of any delays so that Buyer may
fairly represent this information to existing or potential customers. Under no circumstances shall
Company be responsible to Buyer or anyone else for its failure to fill accepted orders, or for its
delay in filling accepted orders, when such failure or delay is due to strike, accident, labor
trouble, acts of nature, freight embargo, war, civil disturbance, vendor problems, or any cause
beyond Company’s reasonable control.
- Additional Responsibilities of Buyer
A. Expense of Doing Business. Buyer shall bear the entire cost and expense of conducting
its business in accordance with the terms of this Agreement.
B. Facilities. Buyer shall provide itself with, and be solely responsible for, (1) such
facilities, employees, and business organization, and (2) such permits, licenses, and other
forms of clearance from governmental or regulatory agencies, if any, as are necessary for
the conduct of Buyer’s business operations in accordance with this Agreement.
C. Promotion of the Products. Buyer shall, at its own expense, vigorously promote the sale
of and stimulate demand for the Products within the Territory by direct solicitation. In no
event shall Buyer make any representation, guarantee, or warranty concerning the
Products except as expressly authorized by Company.
D. Customer Service. Buyer shall diligently assist customers’ personnel in using the
Products and shall perform such additional customer services as good salesmanship
requires and as Company may reasonably request.
E. Advising of Changes. Buyer shall promptly advise Company of any changes in Buyer’s
status, organization, personnel, and similar matters; any changes in the key personnel,
organization, and status of any major customers of Company in the Territory; and any
political, financial, legislative, industrial, or other events in the Territory that could affect
the mutual business interests of Buyer and Company, whether harmful or beneficial.
F. Books and Records. Buyer shall maintain and make available to Company accurate
books, records, and accounts relating to the business of Buyer with respect to the
Products. Buyer shall also maintain a record of any customer complaints regarding either
the Products or Company and immediately forward to Company the information
regarding those complaints. - Additional Obligations of Company
A. Assistance in Promotion. Company shall provide Buyer with marketing and
technical information concerning the Products, including samples of brochures,
instructional materials, advertising literature, and other Product data in the
English language. Buyer shall be responsible for translating these materials to
other languages, the costs related to translation and printing of the translated
materials as a cost of doing business.
B. Assistance in Technical Problems. Company shall assist Buyer and customers of
the Products in all ways deemed reasonable by Company in the solution of any
technical problems relating to the functioning and use of the Products.
C. New Developments. Company shall inform Buyer of any new product
developments that are competitive with the Products and other market information
and competitive information as discovered from time to time.
- Trademarks and Trade names
a. Use. During the term of this Agreement, Buyer shall have the right to indicate to
the public that it is an authorized Buyer of Company’s Products and to advertise
within the Territory such Products under the trademarks, service marks, and trade
names that Company may adopt from time to time (“Company’s Trademarks”).
Nothing herein shall grant Buyer any right, title, or interest in Company’s
Trademarks. At no time during the term of this Agreement or at any time
thereafter shall Buyer challenge or assist others in challenging Company’s
Trademarks or the registration thereof or attempt to register any trademarks,
service marks, or trade name confusingly similar to those of Company. Company
indemnifies Buyer for all use of Company’s Trademarks.
b. Approval of Representations. All presentations of Company’s Trademarks that
Buyer intends to use shall first be submitted to Company for written approval
(which shall not be unreasonably withheld) of design, color, and other details or
shall be exact copies of those used by Company. - Term
This Agreement shall commence on the date first written above and shall continue for 5 year(s)
unless terminated earlier as provided herein. Thereafter, this Agreement shall continue until
terminated upon at least ninety (90) days notice by Company or ninety (90) days notice by
Buyer. - Termination
A. 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.
B. 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.
C. Termination of Exclusivity. Company retains option upon termination to terminate Buyer’s
exclusivity rights, and may allow Agreement to continue as a non-exclusive Buyer agreement.
D. Return of Materials. All of Company’s trademarks, trade names, patents, copyrights, designs,
drawings, formula, or other data, photographs, demonstrators, literature, and sales aids of every
kind shall remain the property of Company. Within thirty (30) days after termination of this
Agreement, Buyer shall return all such materials to Company at Buyer’s expense. Buyer shall not
make or retain copies of any materials or confidential items that may have been entrusted to it.
Effective upon the termination of this Agreement, Buyer shall cease to use all trademarks,
service marks, and trade names of Company.
- Limitation on Liability
In the event of termination by either party in accordance with any provisions of this agreement,
neither party shall be liable to the other, because of termination, for compensation,
reimbursement or damages on account of the loss of prospective profits or anticipated sales or on
account of expenditures, investment, leases or commitments in connection with the business or
goodwill of Company or Buyer. Company’s sole liability under the terms of this Agreement shall
be for any unpaid commissions if applicable. - Confidentiality
Buyer acknowledges that by reason of its relationship to Company hereunder it will have access
to certain information and materials concerning Company’s business plans, customers,
technology, and products that is confidential and of substantial value to Company, which value
would be impaired if such information were disclosed to third parties. Buyer agrees that it shall
not disclose to any third party, any such confidential information revealed to it by Company.
Without other notice, Buyer shall treat all information as confidential in nature. Upon specific
request, Company shall advise Buyer whether or not it considers any particular information or
materials to be confidential. Buyer shall not publish any technical description of the Products
beyond the description published by Company. In the event of termination of this Agreement,
there shall be no use or disclosure by Buyer of any confidential information of Company, and
Buyer shall not manufacture or have manufactured any devices, components or assemblies
utilizing Company’s patents, inventions, copyrights, know-how or trade secrets. - Notices
All notices required or permitted by this agreement shall be deemed given if sent by certified
mail, postage prepaid, return receipt requested or by recognized overnight delivery service.
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. However, Company may assign its
rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate
reorganization, acquisition, or sale of all or substantially all the assets of the party without
obtaining prior written consent. This Agreement shall be binding upon and inure to any
successors or assigns of the parties.
- 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. - Waiver
The failure of either party to enforce any provision of this Agreement shall not be construed as a
waiver or limitation of that party’s right to subsequently enforce and compel strict compliance
with every provision of this Agreement. - 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. If any court or body of
competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but
that by limiting such provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed and enforced as so limited. However, the invalidity or
limitation of any such provision shall not affect the validity of the remaining provisions. - Section Headings
The section headings used in this Agreement are inserted for the purpose of convenience only
and shall not be construed to limit or extend any provision hereof. - Entire Agreement
This Agreement, together with any attached schedules or addendums, constitute the entire
agreement between Company and Buyer 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.
Buyer name: __________
Signature: ____________
Company Rep Name: _____________
Company Seal: ____________
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