Docstoc

Authorized Seller Agreement

Document Sample
Authorized Seller Agreement Powered By Docstoc
					This attorney drafted Authorized Seller Agreement is an agreement that can be used to
define the terms and conditions of the relationship between a manufacturer of goods
and their authorized sellers. This agreement includes provisions regarding the term of
the agreement, termination, description of the goods, delivery, payments, and
intellectual property rights. This document in its draft form contains numerous of the
standard clauses commonly used in these types of agreements, as well as optional
language to allow for customization to ensure the specific terms of the parties’
agreement are addressed. This form is ideal for small businesses that wish to enter into
such agreements with a manufacturer.
                              AUTHORIZED SELLER AGREEMENT

        This Authorized Seller Agreement (hereinafter “the Agreement”) is entered into and
effective as of ___________ [Instructions: Insert date] by and between the following Parties:

_____________ [Instructions: Insert Name of Company] (hereinafter “Company”) with a
principal business address of _________________________ [Instructions: Insert address]; and

_____________ [Instructions: Insert Name of Retailer] (hereinafter “Retailer”) with a
principal business address of _______________________ _______ ____ [Instructions: Insert
address], collectively referred to as the “Parties”.

I.           GRANT OF RIGHT

       1.1     Company grants to Retailer, the non-exclusive right to purchase and resell at retail the
               Company's range of products (collectively referred to as “Products”) at Retailer's
               stores (“Retail Centers”) all operating under the same name [Instructions: Identify
               the different names of the authorized retail location if they do not all operate
               under the same name]. For the purpose of the Agreement, the Products to be
               purchased and resold by Retailer are set forth in the Appendix 1 of this Agreement.

       1.2     Nothing in this Agreement grants Retailer an exclusive territory to market and resell
               the Products.

II.          TERM

       2.1     Initial Term. This Agreement shall begin on date of execution and shall remain in full
               force and effect for ____ (___) [Instructions: Insert number of years in words and
               numbers] years (the “Term”).

       2.2     Renewal Term. This Agreement may be renewed for a period that may not exceed
               ______ (___) [Instructions: Insert number of years in words and numbers] years
               or the Term, whichever period is longer (the “Renewal Term”). Renewal Terms shall
               be conditional upon satisfactory performance evaluations by the Company. Any
               renewal shall be in writing and executed by both Parties and shall be subject to the
               same terms and conditions set forth in this Agreement.

III.         TERMINATION

       3.1     This Agreement may be terminated by the Company or the Retailer prior to
               expiration with or [Note: See Note below] without cause by providing no less than
               forty-five (45) [Instructions: The amount of notice is at the discretion of the
               Parties, the drafter may fill in a different amount of notice if desired] days prior
               written notice to the other party.
[OR]

      3.1     This Agreement may only [Note: See Note below] be terminated prior to the
              expiration with cause which shall be defined as:
                 A. A misrepresentation by Company of a product;
                 B. A failure by Retailer to make timely payments to Company; or
                 C. Retailer’s violation of its obligations hereunder.

[Note: The above sections may also be used jointly to allow for the termination of the
Agreement with and without cause. If you want to use both together, simply combine the
two separate sub-sections under sub-section 3.1 and delete the words “only” and “with or”
as highlighted above.]

      3.2     In the event Company seeks to terminate this Agreement for cause, it will furnish
              written notice of termination to Retailer, and Retailer shall at prompt notice return all
              unsold Products immediately upon termination. In the event of termination or
              expiration of this Agreement, Retailer will be required to immediately return to
              Company any software, equipment, unsold Product and merchandising material and
              will process any credits owed to Retailer, as appropriate, for the returned, unsold
              Products. If shipment is not received within fifteen (15) days of notification, Retailer
              agrees that Company will be authorized to deem all unused Products to be sold to
              Retailer and invoice Retailer for all those unused Products.

[Note: Section 3.2 is optional and may not be applicable in all situations.]

IV.         DESCRIPTION OF GOODS; SALE AND DELIVERY

      4.1     Company shall sell, transfer, and deliver to Retailer the Products at the per unit cost
              set forth in paragraph 4.7 herein, and Retailer shall sell the product at the ‘Suggested
              Retail Price’ as shown in Appendix 2 unless otherwise agreed in writing by the
              Parties.

      4.2     Company shall have the right, at any time, with ____ (___) [Instructions: Insert the
              number of days’ notice that will be required. The amount of notice is at the
              discretion of the Parties, the drafter may fill in a different amount of notice if
              desired] days notice, to decrease or increase the Suggested Retail Price of Products.
              In the event the Company decreases the Suggested Retail Price the Company will
              give a proportionate credit to the Retailer on the price already paid by Retailer for a
              Retailer's unused stock of that type of Product
				
DOCUMENT INFO
Shared By:
Tags:
Stats:
views:173
posted:1/4/2012
language:English
pages:21
Description: This attorney drafted Authorized Seller Agreement is an agreement that can be used to define the terms and conditions of the relationship between a manufacturer of goods and their authorized sellers. This agreement includes provisions regarding the term of the agreement, termination, description of the goods, delivery, payments, and intellectual property rights. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This form is ideal for small businesses that wish to enter into such agreements with a manufacturer.