MTS NUTRITION EXCLUSIVITY AGREEMENT
This Exclusivity Agreement (this “Agreement”) is made effective as of __________________, 2020 between MTS Nutrition of ___________________________ (“Seller”), and __________________________, of ______________ (‘Buyer”)
Whereas, Buyer and Seller desire to enter into an exclusive agreement with regard to the purchase and sale of MTS Nutrition products in the ____________ market, hereinafter called Product; and
Whereas, Buyer and the Seller are entering into this Agreement in good faith and are relying on its terms;
Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
EXCLUSIVITY. Exclusivity period shall mean the period starting at _____________________ and ending on ______________________. An additional 2 months has been granted before the first period officially begins to allow for importation, health ministry, and other new business affairs. During the Exclusivity Period, the Buyer will not directly or indirectly, through any employee, agent, or otherwise, and will not permit any of its agents to solicit, initiate or encourage, any offers or proposals relating to the purchase of the above mentioned Product. Buyer and Seller agree that during the Exclusivity Period, Buyer shall purchase Product exclusively from Seller and not from any other vendor. The Seller hereby gives the Buyer the exclusive right to sell the product in the ___________________ Market the terms as set forth below.
EXTENSIONS OF EXCLUSIVITY PERIOD. Exclusivity Period shall continue for 2 additional renewal periods of 6 months, provided the Buyer is able to order and complete payment for at least one additional purchase order within the initial 6 month period, and in each 6 month period thereafter.
Period 1 (Months 1-6): A purchase of $ 8,000 dollars in 2 shipments
Renewal 1 (Months 7-12): A purchase of at least $ 12,000 in 1 shipment
Renewal 2 (Months 13-18) : A purchase of at least $ 15,000 in 1 shipment
Beyond Renewal 2, Buyer and Seller can choose to extend the contractual period if both parties are satisfied.
ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.
All documents, materials and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.
The arbitrators(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
CLASS ACTION WAIVER. ANY OF THE ABOVE ARBITRATION PROCEEDINGS SHALL BE RESOLVED ON A SOLELY INDIVIDUAL BASIS, THE BUYER SHALL NOT SEEK TO HAVE ANY DISPUTE AGAINST THE SELLER RESOLVED UNDER A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY-GENERAL ACTION, OR ANY OTHER PROCEEDING WHERE THE BUYER ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY, THE BUYER FURTHER AGREES THAT NO ARBITRATION OR PROCEEDING AGAINST THE SELLER SHALL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION PROCEEDING.
CONFIDENTIALITY. Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party’s business. Both parties agree to treat all such information and the terms of this Agreement as confidential information and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.
MUTUAL NON-DISPARAGEMENT. Both parties agree that they will not make or repeat any derogatory, disparaging or critical negative statements about the other party, or any person associated with or representing the other party, for the duration of the Exclusivity Period plus one year immediately following the Exclusivity Period, unless ordered to do so by a court of competent jurisdiction or otherwise required by law. This clause shall include, but not limited to, any third party media outlet, website or forum. Any and each violation of this non-disparagement provision shall constitute a breach of the Agreement by the disparaging party and entitle the disparaged party to bring a legal action for appropriate relief in equity, including damages.
NON-DISPARAGEMENT. Buyer agrees that it will not, during the Exclusivity Period plus one year immediately following the Exclusivity Period, make comments, whether oral or in writing, that tend to disparage or otherwise injure the Seller or any person associated with or representing the Seller, unless ordered to do so by a court of competent jurisdiction or otherwise required by law. This clause shall include, but not limited to, any third-party outlet, website or forum. Any and each violation of this non-disparagement provision shall constitute a breach of the Agreement by Buyer and entitle the Seller to bring a legal action for appropriate relief in equity, including damages.
NOTICES. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
ASSIGNMENT. Neither party may assign or transfer this Agreement without prior written consent of the other party, which consent shall not be unreasonably withheld.
REMEDIES ON DEFAULT. The parties acknowledge and agree that, Seller is entitled equitable remedies including injunction and specific performance for the breach of any provisions of this agreement. In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this Agreement if the default is not cured within 7 days after providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default.
The parties acknowledge and further agree that, Seller is entitled to equitable remedies including injunction and specific performance for the breach of any provisions of this agreement.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
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 a court 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.
ASSIGNMENT OF RIGHTS. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express and written consent of the other party.
WAIVER OF CONTRACTUAL RIGHT. The failure of either part 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.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of __________________.
This Agreement shall be executed on behalf of ___________________________by _____________________and on behalf of MTS Nutrition by _____________________, its Managing Partner.
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