Exclusive Distributor Agreement Draft

(g) “territory” [insert list of countries covered by the distribution service]. This agreement is governed in all respects by the laws of the state [state] , of the United States, which apply without reference to a rule of conflict of laws under which, otherwise, different laws might apply. The United Nations Convention on International Contracts for the Sale of Goods does not apply to purchases or transactions made under this agreement. The jurisdiction for all actions brought by the parties to this agreement in connection with or as a result of this agreement is appropriate only before an appropriate state court or the United States District Court for the District of the District of the State. Distributor thus submits to the exclusive jurisdiction of these jurisdictions and accepts the service of the procedure by fax or confirmed commercial mail (returned to the sender with written verification of receipt). (a) the property. The distributor recognizes the supplier`s exclusive ownership of the trademarks and does not acquire rights, securities or shares on or on the trademarks under this agreement. Any value associated with the brands is exclusively beneficial to the supplier. During the lifetime, the distributor must not attempt to register trademarks or trademarks, service marks, logos, brand names, trade names, domain names and/or slogans confusing with the brands.

The distributor executes these documents and performs all necessary acts and actions, after reasonable advice from the supplier, to establish the supplier`s ownership of the rights and trademarks at the supplier`s expense. In the event of termination of this agreement for any reason, the following provisions apply: (a) the supplier has the right to immediately appoint another distributor to serve existing customers and to continue sales efforts in the territory; (b) the supplier may continue to fulfill the distributor`s orders that were accepted by the supplier prior to the termination of this contract pursuant to the terms of this agreement; (c) all balances owed by the distributor to the supplier are due immediately and must be paid to the supplier; (d) Both parties refrain at any time from any conduct that is inconsistent with the nature of their business relationship or that could cause confusion; (e) all rights granted to the distributor under this contract are extinguished and, if necessary, reset to the supplier; and (f) the supplier, at its sole discretion, is permitted, but is under no obligation (unless otherwise required) to review and repurchase all or all of the supplier`s products (including demonstration products and parts for the service of the supplier`s products), which are then in possession or ordered, in part (i) of the original price paid by the distributor for these supplier products, or (ii) at the distributor`s current price and under (i) or (i) less. 4. Manufacturers must once again ensure that the termination of a distributor with ours, without cause, can result in serious lawsuits against the manufacturer, which concern everything from the “good faith” category to claims of cartels and abuse of dominance.