Exclusive Distribution Agreement template – Revised

 

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 1st, 2021 (the “Effective Date”) by and between [Biotechnology China Co., Ltd] (“Supplier”) and [ Bioscience UK Ltd] (“Distributor”). 

 

The parties agree as follows:

 

  1. Appointment

 

  1. 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. 

 

  1. 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. 

 

  1. 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.

 

  1. Exclusivity

 

  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. 

 

  1. 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. 

 

  1. 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

 

  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.

 

  1. This amount shall be paid on ____________ (each month, lumpsum etc) 

 

  1. 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.

 

  1. Promotional Literature

 

  • 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. 

 

  1. Force Majeure 
    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.

 

  1. 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.

 

  1. 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
  • 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. 

 

  1. 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
    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.  

 

  1. 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
  1. 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. 
  2. In addition, this Agreement may be terminated by either Party in any of the following events: 
  1. Upon the bankruptcy, insolvency, or other unsolicited change of control of the other Party may at its option immediately terminate this Agreement. 
  2. Upon the mutual agreement of the Parties. 
  3. By either Party giving 90 days- notice of the desire to terminate to the other Party
  1. 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. 
  2. 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

 

  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.

 

  1. 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.

 

  1. 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.

 

  1. 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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