Exclusive Distribution Agreement
Prepared for:
[Company Name and address]
Created by
[Company Name and address]
Exclusive Distribution Agreement
THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement” or this
“Exclusive Distribution Agreement) is entered into effective as of June 1 st , 2021 (the
“Effective Date”) by and between Biotechnology China Co., Ltd and Bioscience UK Ltd.
The parties agree as follows:
- Appointment
a. Subject to the terms and conditions of this Exclusive Distribution Agreement,
Supplier appoints Distributor, and Distributor accepts such appointment and
agrees to act as Supplier’s exclusive distributor of the Supplier Products and
Services (defined below) within the geographical territory defined as follows
(the “Territory”):
The Supplier Products and Services include all animal models for oncology
and immune-oncology research and in vivo & in vitro pharmacology services.
Territory includes the following countries:
United Kingdom
European countries: Austria, Belgium, Bulgaria, Croatia, Republic of
Cyprus, Czech Republic, Denmark, Estonia, Finland, France,
Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania,
Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia,
Slovenia, Spain and Sweden and Switzerland.
b. Distributor agrees to exercise its best efforts to (a) promote the sale of and
obtain orders for the Supplier Products and Services in the Territory as well as
outside of Territory; (b) abide by Supplier’s policies and procedures and
support of Supplier Products and Services and (c) conduct its business in a
manner that reflects favourably on the Supplier Products and Services and the
good name, goodwill and reputation of Supplier or its affiliates.
- Products, Services and Pricing
Supplier Products and Services consist of the items or classifications of items listed
in this Section below, and the purchase price or commission fee to Distributor of all
Supplier Products and Services delivered pursuant to this Agreement shall be as set
forth in this Section below.
Exclusive Territory Non-Exclusive
Territory
*Discount Commission *Discount Commission
Year 1 15% 0% 20% 4%
15% off of the standard Price
Services include all animal models for oncology and immune-oncology research and
in vivo & in vitro pharmacology services.
- Exclusivity
4.1. Supplier’s appointment of Distributor in Section 1 of this Agreement is an
exclusive appointment to distribute the Products and Services in the Territory.
Supplier shall not independently promote, advertise, solicit and make sales of
Supplier Products and Services, support Supplier Products and Services or
appoint additional distributors for Supplier Products and Services in the
Territory.
4.2. Failure by the supplier to adhere to this exclusivity shall constitute a
fundamental breach of this Agreement and the Distributor shall be at liberty to
recover any amount lost due to breach on the part of the Supplier. - Sales Outside of the Territory
Distributor is allowed to promote the sale of Supplier Products and Services in the
Territory on its website. Notwithstanding the foregoing sentence, Distributor can also
actively advertise or actively solicit orders for Supplier Products and Services outside
of the Territory. In the event Distributor receives an order from outside its Territory,
Distributor will work with Supplier to fulfill the order in a manner financially beneficial
to Supplier, Distributor and the distributor located in the region where the order
originated. - Payment and Delivery
6.1. The purchase price shall be quoted and payable in U.S. dollars or Pound
Sterling (GBP) to Supplier at the address specified on the invoice. Unless
otherwise agreed by the parties in writing, payment shall be made by
Distributor by wire transfer.
6.2. This amount shall be paid on __ (each month, lumpsum etc) - Resale Price and Expenses
Distributor shall set the selling price and fees at which the Supplier Products and
Services are sold or licensed by it in the Territory as well as outside of Territory.
Distributor shall be solely responsible for the costs involved in the promotion of the
Supplier Products and Services; however designated, except that Distributor shall
not be liable for taxes imposed that are based on Supplier’s income. - Promotional Literature
3.1. Supplier agrees to furnish, in English, to Distributor (via email in pdf format)
such descriptive literature, advertising materials, technical manuals, model’s
data pack and sales promotional materials concerning the Supplier Products
and Services as Supplier may, from time to time, have available for such
purposes. - Confidential Information
The Parties acknowledge that the nature of the agreement involves the mutual
exchange of Confidential Information and agree to execute a Mutual Confidential
Disclosure Agreement (CDA) between Supplier and Distributor and forming an
integral part of this Agreement. - Force Majeure
10.1. In this Section “Force Majeure” shall mean any event beyond the
reasonable control of the Parties, and which is unavoidable
notwithstanding the reasonable care of the party affected, and shall
include but not be limited to war, insurrection, riot, civil unrest, sabotage,
boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident,
epidemic, act of God, action or inaction of any governmental official or
agency (civil or military) and refusal of any licences or permits, if properly
applied for.
10.2. If either Party is prevented from or delayed in performing any of its
obligations under this Agreement by an event of Force Majeure, then it
shall notify the other in writing of the occurrence of such event and the
circumstances thereof within fourteen (14) days after the occurrence of
such event.
10.3. The Party who has given such notice shall be excused from the
performance or punctual performance of its obligations under this
Agreement for so long as the relevant event of Force Majeure continues
and to the extent that such Party’s performance is prevented or delayed.
The occurrence of any event of Force Majeure affecting either party shall
not give rise to any claim for damages or additional costs and expenses
suffered or incurred by reason of Force Majeure.
- Severability of Provisions
11.1. If any provision or part-provision of this Agreement is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum
extent necessary to make it valid, legal and enforceable. If such
modification is not possible, the relevant provision or part-provision shall
be deemed deleted. Any modification to or deletion of a provision or part-
provision under this Clause shall not affect the validity and enforceability of
the rest of this Agreement.
11.2. If one Party gives notice to the other of the possibility that any provision or
part-provision of this Agreement is invalid, illegal or unenforceable, the
Parties shall negotiate in good faith to amend such provision so that, as
amended, it is legal, valid and enforceable, and, to the greatest extent
possible, achieves the intended commercial result of the original provision. - Waiver
12.1. Failure by either party to enforce any provision of Agreement will not
constitute a waiver or affect its right to require the future performances
thereof, nor will its waiver of any breach of any provision of this Agreement
constitute a waiver of any subsequent breach or nullify the effectiveness of
any provision.
12.2. No waiver will be binding unless made in writing and signed by the party
making the waiver and specifically stating that it waives a provision of this
Agreement - Compliance with Laws
In connection with its obligations under this Agreement, Distributor agrees to comply
with all local and foreign laws, constitutions, codes, statutes and ordinances of any
governmental authority that may be applicable to Distributor, its activities under this
Agreement or the Supplier Products and Services. - Term and Termination
a. This Agreement shall commence on the Effective Date and shall continue
in full force and effect for one year thereafter, unless earlier terminated as provided
in this section, at which time the Parties may mutually renew this Agreement or it
shall automatically terminate. In the event this Agreement terminates, all other
Supplemental Agreements entered into for specific Projects shall continue according
to the term of such Supplemental Agreements unless otherwise mutually agreed by
the parties.
b. In addition, this Agreement may be terminated by either Party in any of the
following events:
- Upon the bankruptcy, insolvency, or other unsolicited change of
control of the other Party may at its option immediately terminate this
Agreement. - Upon the mutual agreement of the Parties.
- By either Party giving 90 days- notice of the desire to terminate to
the other Party
c. Termination of this Agreement shall not relieve either Party of any
obligation or liability accrued hereunder prior to such termination, except
as expressly provided herein.
d. Without limiting the effectiveness of the foregoing, the Supplier shall be
subjected to a penalty of £100,000 in the event that they issue a
termination notice to the Distributor prior to the lapse of the one-year
contractual term, through no fault of the Distributor.
- Indemnification
Each Party shall, to the extent permitted by law, indemnify, defend, and hold
harmless the other Party against all claims, liabilities, damages, losses or expenses
to the extent arising or alleged to arise out of the negligence, willful misconduct,
substantive breach of contract or willful violations of law by the Party at fault, its
employees, agent, subcontractors or assigns in the performance of this Agreement - Relationship of the Parties
Distributor is an independent contractor and not an employee, agent, affiliate, partner
or joint venture with or of Supplier. Neither Distributor nor Supplier shall have any
right to enter into any contracts or commitments in the name of, or on behalf of the
other or to bind the other in any respect whatsoever, except insofar as is allowed by
this Agreement. - Governing Law and Dispute Resolution
17.1. This Agreement shall be governed in all respect by the laws of the United
Kingdom which shall be applied without reference to any conflict-of-laws
rule under which different law might otherwise be applicable.
17.2. Any dispute arising out of or in connection with this Agreement shall be
settled amicably by the parties in good faith by whatever means the parties
deem appropriate. If the parties cannot themselves resolve any such
dispute between them within 14 days from the time the dispute arose,
initial resort shall be had to private conciliation or mediation in a form
agreed by the parties. If within a further 14 days after the dispute has
arisen a satisfactory private conciliation or mediation process has not been
agreed upon by the parties, or if within 45 days after the dispute has been
submitted for private conciliation or mediation it has not been resolved to
the satisfaction of the parties, then the dispute may be submitted for final
and conclusive resolution to the court.
- Assignment and Delegation
Distributor shall have no right to assign any of its rights or delegate its obligations
under this Agreement without the prior written consent of Supplier. Any assignment
or delegation attempted without such written consent shall be void and of no legal
effect whatsoever. This Agreement shall be binding upon the parties’ respective
successors and permitted assigns. - Construction
The headings or titles preceding the text of the Sections and Subsections are
inserted solely for convenience of reference, and shall not constitute a part of this
Agreement, nor shall they affect the meaning, construction or effect of this
Agreement. Both parties have participated in the negotiation and drafting of this
Agreement. This Agreement is executed in the English language and may be
translated into another language for informational purposes only. In the event an
ambiguity or question of intent or interpretation arises, the English version of this
Agreement shall prevail and this Agreement shall be construed as if drafted by both
of the parties and no presumption or burden of proof shall arise favouring or
disfavouring either party by virtue of the authorship of any of the provisions of this
Agreement. - Notice
Any notice, consent or other communication required or permitted under this
Agreement shall be written in English and shall be deemed given when (a) delivered
personally; (b) sent by confirmed facsimile transmission; or (c) sent by commercial
courier with written verification of receipt returned to the sender. Notice, consent or
other communications (but not service of process) may also be given by e-mail.
Rejection or other refusal to accept or the inability to deliver because of changed
address or facsimile number of which no notice was given shall be deemed to
constitute receipt of the notice, consent or communication sent. Names, addresses
and facsimile numbers for notices (unless and until written notice of other names,
addresses and facsimile numbers are provided by either or both parties) are
provided below.
21. Entire Agreement;
This Agreement represents the complete and entire understanding between the
parties regarding the subject matter hereof and supersedes all prior negotiations,
representations, or agreements, either written or oral, regarding this subject matter.
This Agreement shall not be considered accepted, approved or otherwise effective
until signed by the appropriate parties.
IN WITNESS WHEREOF the parties have caused this Exclusive Distribution
Agreement to be executed and delivered by their duly authorized representatives.
Company Name
Signature:
Name:
Title: CEO
Date:
(Its Authorized Officer)
Company Name
Signature:
Name:
Title:
Date:
(Its Authorized Officer)
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