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International Distribution Agreement

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International Distribution Agreement Powered By Docstoc
					This International Distribution Agreement is an agreement between a manufacturer and
an international distributor outlining terms such as their respective responsibilities about
manufacturing, distribution, ownership and title to products and other intellectual
property rights, minimum performance standards, product liability and recall, and
restrictive covenants such as non-disclosure and non-competition. This document
contains standard language used in this type of agreement; however, the parties may
add additional terms and conditions, making it fully customizable to suit the contracting
parties’ unique needs. Use this form if one is an manufacturer wanting to enter into an
arrangement with an international distributor so that the manufacturer's goods will be
distributed in a respective territory.
       INTERNATIONAL DISTRIBUTION AGREEMENT
This International Distribution Agreement (hereinafter “the Agreement”) is entered into and
effective as of [insert date] by and between by and between the following parties:

[Insert Name of Manufacturer] (hereinafter “Manufacturer”) with a principal business address of
_________________________; and

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

WHEREAS, Manufacturer manufactures ______________________________________ [insert
what the Manufacturer manufactures];

WHEREAS, Distributor desires the right to distribute such products in
__________________________________ [mention the territories where the Distributor will
distribute the products];

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, and intending to be legally bound hereby, the Parties mutually agree as follows:

I.             PRODUCTS AND TERRITORY

1.1     Appointment. Subject to the terms and conditions of this Agreement, Manufacturer
hereby appoints Distributor on an [non]exclusive basis as its [sole] distributor in the Territory (as
defined below) for the sale of the products listed in Exhibit A (the “Products”) during the term
of this Agreement.

1.2    Territory. Manufacturer is appointing Distributor hereunder with respect to the resale of
Products to any purchasers in ________________________________________________ (the
“Territory”).

1.3     Activities outside the Territory. Distributor shall refrain from establishing or
maintaining any branch, warehouse or distribution facility for the Products outside of the
Territory. Distributor shall not indulge in marketing or advertising the Product and solicit or
accept orders from any prospective purchaser with its principal place of business located outside
the Territory.

1.4     Requests from outside the Territory. If Distributor receives any order or interest in
any order from a prospective purchaser whose principal place of business is located outside the
Territory, Distributor shall immediately pass that order to Manufacturer. Distributor shall not
accept any such orders.

1.5      Expansion of Products and Territory. Manufacturer reserves the right, in its sole
discretion, at any time upon ___ days prior written notice to Distributor, to increase or decrease
in any manner the Products. Manufacturer also reserves the right, in its sole discretion, at any
time upon ___ days prior written notice to Distributor, to increase or decrease in any manner the
Territory, as defined in this Agreement.

II.            PRICES AND PAYMENT

2.1      Ordering. Distributor shall submit a written purchase order to order Products from
Manufacturer by identifying the Products ordered, requested delivery date(s) and any
export/import information required to enable Manufacturer to fill the order. All orders for
Products are subject to acceptance by Manufacturer. Manufacturer does not have the obligation
or liability to Distributor with respect to purchase orders which are not accepted; provided,
however, that Manufacturer will not unreasonably reject any purchase order for Products that
meets the requirements of this Section 2(a) and that does not request any modifications or
additions to the Products.

2.2     Pricing by Manufacturer. If a purchase order is accepted in accordance with Section
2(a) above, the prices for Products covered by such purchase order shall be in U.S. dollars in
accordance with the Product and Price List set forth in Exhibit A which may be amended from
time to time by Manufacturer, such change being effective immediately upon Distributor’s
receipt of notice thereof; provided, however, that no price change shall affect purchase orders
offered by Distributor and accepted by Manufacturer prior to the date such price change becomes
effective.

2.3    Pricing by Distributor. Distributor reserves the right to establish its own pricing for
Products sold. Distributor shall notify Manufacturer of its pricing, as in effect from time to time.

2.4     Limitations. The ultimate shipment of orders to Distributor shall be subject to the right
and ability of Manufacturer to make such sales and obtain required licenses and permits, under
all decrees, statutes, rules and regulations of the government of the United States and agencies
thereof presently in effect or which may be in effect hereafter.

2.5      Distributor Representations. Distributor hereby agrees: (i) to assist Manufacturer in
obtaining any required licenses or permits or complying with any other regulatory requirements
in the Territory by providing all reasonably requested support, including but not limited to
supplying such documentation or information as may be requested by Manufacturer; (ii) to
comply with such decrees, statutes, rules and regulations of the government of the United States
and agencies thereof; (iii) to maintain the necessary records to comply with such decrees,
statutes, rules and regulations; (iv) to not re-export any Products except in compliance with such
decrees, statutes, rules and regulations; and (v) to not sell, transfer, or otherwise dispose of the
Products in violation of the export laws of the United States.

2.6      Export controls. Distributor hereby expressly acknowledges that the technical data and
the direct product thereof are subject to export controls of the United States and agrees that
neither the technical data nor the direct product thereof will be transferred, directly or indirectly,
to any destination contrary to the requirements of the law of the United States, including but not
limited to the terms of any export license and the terms of Part 774 (re-exports) of the U.S.
Export Administration Regulations. Further, Distributor hereby provides its assurance that it will


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not participate in any transaction which may involve any commodity or technical data, or the
direct product thereof, exported or to be exported from the United States, or in any re-export
thereof, or in any other transaction that is subject to export controls of the United States, if a
person denied export privileges from the United States may obtain any benefit from or have any
interest in, directly or indirectly, these transactions.

2.7     Packing and shipment. Unless Distributor requests otherwise, all Products ordered by
Distributor shall be packed for shipment and storage in accordance with Manufacturer’s standard
commercial practices. It is Distributor’s obligation to notify Manufacturer of any special
packaging requirements (which shall be at Distributor’s expense). Risk of loss and damage to a
Product shall pass to Distributor upon the delivery of such Product to the common carrier
designated by Distributor FCA (Incoterms 2000). All claims for non-conforming shipments must
be made in writing to Manufacturer within ___ ( ) days of the passing of risk of loss and
damage, as described above. Any claims not made within such period shall be deemed waived
and released.

2.8     Payments. All amounts due and payable with respect to a Product delivered by
Manufacturer in accordance with the preceding subsection shall be paid in full within ___ ( )
days after receipt of invoice covering such Product by wire transfer, to such bank or account as
Manufacturer may from time to time designate in writing. Whenever any amount hereunder is
due on Business Day, such amount shall be paid on the next such Business Day. For the purpose
of this Agreement, a “Business Day” shall mean a day on which banks in ________________
are open for business. Amounts hereunder shall be considered to be paid as of the day on which
funds are received by Manufacturer or into Manufacturer’s account. The payment or any part
thereof will not be subject to counterclaim, set-off, adjustment or other right which Distributor
might have against Manufacturer, any other party or otherwise.

2.9     Interest. If any amount due to Manufacturer has not been paid to Distributor by the due
date thereof shall bear interest at the rate of the lesser of: (i) ___ per annum above the then-
current EURIBOR (European Interbank Offering Rate); and (ii) the maximum lawful interest
rate permitted under applicable law. Such interest shall accrue on the balance of unpaid amounts
from time to time outstanding from the date on which portions of such amounts become due and
owing until payment thereof in full.

2.10 Purchase order discrepancy. In the event of any discrepancy between any purchase
order accepted by Manufacturer and this Agreement, the terms of this Agreement shall govern.

2.11 Principle ordering terms. Manufacturer shall have the right to modify the terms and
conditions on which Products are purchased and sold hereunder, on at least ___ ( ) days prior
written notice to Distributor. In the event of any discrepancy between such terms and conditions
and this Agreement, the terms of this Agreement shall govern.

III.           INDEPENDENT CONTRACTOR

Distributor is hereby appointed as an independent contractor and not as an employee of the
Manufacturer. As an independent contractor, Distributor shall be solely responsible to pay all


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applicable taxes, including, but not limited to, social security, self-employment taxes and
disability insurance. Neither the Distributor nor its employees shall be entitled to participate in
any Manufacturer plans, arrangements or distributions pertaining to any pension, stock, bonus,
profit sharing or similar benefits. Neither Distributor nor any individual, whose compensation
for services is paid for by Distributor, is in any way employed by Manufacturer, nor shall any of
them be deemed to be employed by Manufacturer for any purpose. Distributor accepts exclusive
liability for any and all payroll taxes or contributions according to the laws of the Territory with
respect to sales agents and/or other individuals whose compensation is paid by Distributor.

IV.            OBLIGATIONS OF DISTRIBUTOR

4.1    Facilities and resources. Distributor shall make the best efforts to employ competent
and experienced service personnel, provide appropriate facilities and resources to provide prompt
and adequate service to the users of the Products in the Territory. Distributor shall provide
adequate and appropriate training to its staff concerning the Products.

4.2     Promotional Materials. Distributor shall make use of various promotional materials
such as sales and technical literature, promotional artwork and training materials provided by
Manufacturer. Distributor may be allowed to modify such materials or develop any other
materials in connection with the marketing and distribution of Products (including but not
limited to product brochures and sales aids), subject to Manufacturer’s review and written
approval prior to any use of such materials. Manufacturer shall retain all right, title and interest
in and to such materials.

4.3     Customer Service. Distributor shall provide customer service such as, but not limited to,
taking orders, responding to customer inquiries, fulfilling requests for quotes on Product pricing,
and forwarding Product complaints to Manufacturer on a timely basis and shall provide such
assistance and information to customers as is reasonably requested by Manufacturer.

4.4     No debarred or disqualified persons. Distributor warrants that it shall not employ,
contract with, or retain any person directly or indirectly to perform services under this
Agreement if such person is (i) debarred by either the U.S. Food and Drug Administration under
21 U.S.C. § 335(a) or any equivalent law or regulation in the Territory, or (ii) disqualified as
described in 21 C.F.R. § 812.119, or any equivalent law or regulation in the Territory. In the
event that Distributor becomes aware of the debarment or disqualification of any person
providing services to Distributor which relate to services being provided under this Agreement,
Distributor agrees to notify Manufacturer immediately.

4.5      Distributor to use best efforts. Distributor agrees to use its best efforts to promote and
market the Products to the maximum number of customers in the Territory. Distributor and
Manufacturer shall mutually agree in writing on the sales promotion activities and performance
objectives to be met by Distributor for Manufacturer’s fiscal year. Upon entering into this
Agreement, Distributor and Manufacturer will jointly determine Distributor’s performance
objectives for Manufacturer’s fiscal year which will be attached hereto as Exhibit C. The
establishment of performance objectives will be repeated annually. Failure to meet any minimum
established performance objectives shall constitute a material breach of this Agreement.


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V.             MANUFACTURER’S OBLIGATIONS

5.1     Assistance. Manufacturer shall provide Distributor with marketing and technical
assistance and free Product samples time to time as Manufacturer may in its discretion consider
necessary to assist with the promotion of the Products.

5.2     Training. Manufacturer shall provide product launch training to Distributor’s personnel
in connection with the marketing, sale, maintenance and support of the Products.

VI.            REPORTING

Distributor shall provide Manufacturer with written quarterly [or monthly or annual] reports, in
relation to customer call, business trends, sales forecasts for the significant customers in the
Territory, market forecasts and other reports requested by Manufacturer. Distributor shall further
notify Manufacturer immediately of all complaints from customers regarding the Products and
all adverse events and adverse reactions that may be attributable to a customer’s use of the
Products, whether or not Distributor can confirm that the event is actually associated with the
Product, [and whether or not Distributor can confirm that the event was due to improper dosing
or other negligence on the part of the physician or patient]. In the event of an actual or alleged
malfunction or defect of a Product, Distributor or its representatives or agents shall not make any
statement as to the cause, prior to receiving Manufacturer’s written analysis of such malfunction
or defect, and shall thereafter make no statements contrary to or inconsistent with the results of
such analysis.

VII.           PRODUCT RECALL

If either Party believes that a recall of any Products in the Territory is necessary or required by
law in the Territory or elsewhere, it shall immediately notify the other Party. The Parties shall
then discuss reasonably and in good faith whether such recall is appropriate or required and the
manner in which such recall should be handled. It is Manufacturer’s exclusive right to issue
recalls, safety alerts, advisory notices or similar remedial actions with respect to the Products. In
the event of such remedial action, Distributor agrees to fully support and co-operate with
Manufacturer to comply with applicable laws and regulations, and Distributor will notify its
customers and, upon Manufacturer’s request, retrieve identified Products.

VIII.          TRADEMARKS, SERVICE MARKS AND OTHER INTELLECTUAL
               PROPERTY

8.1      Intellectual Property. Manufacturer hereby grants Distributor the non-exclusive right to
use Manufacturer’s trade names, trademarks, service marks that are designated by Manufacturer
for each Product (the “Manufacturer Intellectual Property”) on a non-exclusive basis in the
Territory, for the term of this Agreement and solely in connection with selling, marketing and
distributing the Products in accordance with this Agreement. Distributor shall not at any time do
or permit any act to be done which may in any way impair the rights of Manufacturer in the
Manufacturer Intellectual Property or the value of the Manufacturer Intellectual Property.


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8.2      Quality Control. In order to comply with Manufacturer’s quality control standards,
Distributor shall: (i) use the Manufacturer Intellectual Property by complying with all relevant
laws and regulations; (ii) agree to the Manufacturer’s right to inspect during normal business
hours, without prior advance notice, Distributor’s facilities used in connection with efforts to
store or sell the Products in order to attempt to confirm that Distributor’s use of such
Manufacturer Intellectual Property is in compliance with this provision; and (iii) not modify any
of the Manufacturer Intellectual Property in any way and not use any of the Manufacturer
Intellectual Property on or in connection with any goods or services other than the Products.

8.3    Inventions. Any inventions, improvement, developments developed, conceived, or
reduced to practice by Distributor that relate to the Products (including any associated delivery
systems), and any intellectual property relating thereto, shall be owned solely by Manufacturer.
Distributor hereby assigns and transfers to Manufacturer all right, title, and interest in and to
such inventions and related intellectual property and agrees to take all further acts reasonably
required to evidence such assignment and transfer to Manufacturer, all at Manufacturer’s
expense. Manufacturer hereby grants to Distributor a nonexclusive, royalty-free, nontransferable,
nonsublicenseable license to such improvements made by Distributor for uses other than in the
Products and associated delivery systems.

8.4      Notice of Intellectual Property Infringement. Distributor shall promptly notify
Manufacturer in writing of any patent or copyright infringement or unauthorized use of
Manufacturer trade secrets or trademarks in the Territory of which Distributor becomes aware.
Manufacturer shall have the exclusive right in its sole discretion to institute any proceedings
against such third party in its name and on its behalf. Distributor shall cooperate fully with
Manufacturer in any legal action taken by Manufacturer against such third parties, provided that
Manufacturer shall pay all expenses of such action and all damage relating to damage suffered
personally by Manufacturer which may be awarded or agreed upon in settlement of such action
shall accrue to Manufacturer.

8.5     Title to Products. Distributor acknowledges that the Products listed in Exhibit A are the
property of Manufacturer, and that the Products are being made available to Distributor in
confidence and solely on the basis of its confidential relationship to Manufacturer.

IX.            NON COMPETITION

During the term of this Agreement, Distributor shall not market directly or indirectly in the
Territory any product similar to Products which are subject of discussion in the Agreement. In
the event the Distributor breaches the terms of this Article IX, Distributor’s appointment as
exclusive distributor of Products under Section 1A, if any, will convert to an appointment as a
non-exclusive distributor of Products, which remedy shall not be exclusive of, and shall be in
addition to, any other remedies available to Manufacturer at law or in equity with respect to such
breach.

IX.            LIMITED WARRANTY



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9.1     Representations by Manufacturer. Manufacturer warrants that, at the time of
shipment, Product supplied by Manufacturer hereunder (i) shall meet the Product specifications
agreed to in writing by the Parties, (ii) shall not be adulterated or misbranded within the
meaning of the U.S. Food, Drug and Cosmetic Act (the “Act”) or other applicable laws that are
equivalent thereto in the Territory, and in which the definitions of adulteration and misbranding
are     substantially    the     same     as    those     contained      in     the   Act,    (iii)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________[Add additional warranties];
provided, however, that Manufacturer shall not be liable for any of the foregoing with respect to
any product labeling or package inserts to be provided or used by Distributor, or any translation
thereof, or for any noncompliance with the foregoing due to the handling or packaging of
Product by Distributor.

9.2     Limitations. Under no circumstances shall the warranties set forth in Article 9.1 apply to
any Product which has been used with unapproved components or to any Product which has been
customized or modified, damaged, reused, or misused. In the event that the warranties set forth
in Article 9.1 are breached and Manufacturer is responsible for such breach, Manufacturer will
replace the defective product at no cost to Distributor. THE PROVISIONS OF THE
FOREGOING WARRANTIES ARE IN LIEU OF AN OTHER WARRANTY, WHETHER
EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF
MERCHANTABILITY             OR    FITNESS       FOR      A     PARTICULAR            PURPOSE).
MANUFACTURER’S LIABILITY ARISING OUT OF THE MANUFACTURE, SALE OR
SUPPLY OF THE PRODUCTS UNDER THIS AGREEMENT OR THE USE OR
DISPOSITION OF PRODUCTS BY DISTRIBUTOR OR ITS CUSTOMER, WHETHER
BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT
EXCEED THE ACTUAL PURCHASE PRICE PAID BY DISTRIBUTOR FOR THE
PRODUCTS. IN NO EVENT SHALL MANUFACTURER BE LIABLE TO DISTRIBUTOR
OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF
PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF THE
MANUFACTURE, SALE OR SUPPLY OF THE PRODUCTS, EVEN IF MANUFACTURER
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

X.             REPRESENTATIONS BY DISTRIBUTOR; DISTRIBUTOR COVENANTS

10.1    Distributor hereby represents and warrants to Manufacturer that, as of the Effective Date:

       A.      it is has the corporate authority and legal power to enter into this Agreement and
       that the terms of this Agreement do not conflict with and are not inconsistent with any
       other of its contractual obligations.
       B.      it is validly existing and in good standing as a corporation under the laws of
       _________ (country of incorporation), and has all necessary corporate power to perform
       its obligations under this Agreement and its financial resources are sufficient to enable it
       to perform all of its obligations under this Agreement.



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       C.     it has not at any time in the past three (3) years been involved, and is not currently
       involved, in any litigation or disciplinary action before a regulatory authority or under the
       laws of any country, and to its knowledge no such proceedings are anticipated to
       commence during the term of this Agreement;

XI.            INDEMNIFICATION

11.1 Manufacturer shall indemnify, hold harmless and, at no expense to Distributor, defend
Distributor and Distributor’s affiliates (if any), and its and their respective directors, officers,
employees, and authorized agents and other representatives (each a “Distributor Indemnified
Party”) from and against any and all third-party claims, demands, actions, suits, proceedings,
damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses
(including attorneys’ fees and costs) (collectively, “Third-Party Claims”), arising from, or related
in any manner whatsoever to:
               i.       any actual or alleged breach of this Agreement, or violation of applicable
               law, by Manufacturer;
               ii.      any actual or alleged infringement or other violation of a third-party’s
               intellectual property rights by Manufacturer; or
               iii.     any material defect in the Product.

11.2 Distributor shall indemnify, hold harmless and, at no expense to Manufacturer, defend
Manufacturer and its affiliates (if any), and its and their respective directors, officers, employees,
and authorized agents and other representatives (each a “Manufacturer Indemnified Party”) from
and against any and all third-party claims, demands, actions, suits, proceedings, damages,
liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including
attorneys’ fees and court) (collectively, “Third-Party Claims arising from, or related in any
manner whatsoever to:
                 i.       any actual or alleged breach of this Agreement:
                 ii.      any actual or alleged infringement or other violation of a third-party’s
                 intellectual property rights by Distributor.

11.3 The right of either party (“Indemnified Party”) to indemnification and/or a defense
(collectively, “Indemnity”) hereunder by the other Party (“Indemnifying Party”) shall be
conditioned on the following: [Tip: Docstoc has several resources available regarding detailed
Indemnification Agreements including plug-in provisions that can that can be used in conjunction
with this Agreement].
               i.      The Indemnified Party must give the Indemnifying Party prompt written
               notice of the Third-Party Claim, for which it is seeking Indemnity, although the
               Indemnified Party’s failure to provide such prompt notice will not relieve the
               Indemnifying Party of any obligation or liability under this Section except to the
               extent the Indemnifying Party has been materially prejudiced by such failure;
               ii.     The Indemnifying Party shall have sole control of the defense and any
               settlement or other resolution of such Third-Party Claim with legal counsel of the
               Indemnifying Party’s choice, so long as the representation is zealous, legal
               counsel is reputable, there is no conflict of interest in representing the
               Indemnified Party, and the Indemnified Party is recognized as the client of legal
               counsel;

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               iii.   The Indemnified Party shall at all times fully cooperate with, and at the
               Indemnifying Party’s expense, provide such assistance as reasonably requested by
               the Indemnifying Party, in connection with any investigation or defense of such
               Third-Party Claim; and
               iv.    The Indemnified Party shall not enter into any settlement, compromise or
               other resolution of such Third-Party Claim, without the Indemnifying Party’s
               prior written consent, which shall not be unreasonably withheld or delayed.

11.4 Notwithstanding anything to the contrary herein, no compromise or settlement of any
such Third-Party Claim may be committed to by the Indemnifying Party without the Indemnified
Party’s prior written consent, unless:
               i.      it includes a full discharge and release of liability for the Indemnified
               Party; and
               ii.     it involves no admission or commitment by or on behalf of the
               Indemnified Party other than the payment of money to be fully indemnified
               hereunder by the Indemnifying Party.

11.5 As used herein, “affiliate” means any and all parties, who directly, or indirectly through
one (1) or more intermediaries, control, are controlled by, or are in common control with, either
party hereto.

11.6 Distributor shall indemnify and hold the Manufacturer, its employees and representatives
harmless from any loss, damage, expenses or liability, including, without limitation, court fees,
arising out of fraud, material misrepresentation, negligence, intentional misconduct or violation
of any requirements imposed by any applicable federal or state law by the Distributor under this
Agreement.

XII.           INSURANCE

During the term of this Agreement and for four (4) years thereafter, Distributor shall maintain an
insurance policy issued by a reputable insurance underwriter, naming Manufacturer as an
additional insured, which policy shall insure against any and all claims, liabilities, costs or
expenses resulting from or caused by (or claimed to be resulting from or caused by) any use or
operation of any products sold by Distributor in the amount of at least _________ ($ _____)
dollars per claim, and __________ ($______) dollars for claims in the aggregate.

XIII.          TERM/TERMINATION

13.1 Term. The term of this Agreement shall begin on the later of: (i) the date upon which
Manufacturer executes this Agreement and (ii) the date upon which Distributor executes this
Agreement (the later of such dates being referred to as the “Effective Date”). Unless terminated
earlier pursuant to the terms of this Section, the term of this Agreement shall be ____ ( ) years
following the Effective Date, renewable for additional ___ ( ) year terms on the mutual written
agreement of the Parties.




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13.2 Termination. Manufacturer may terminate this Agreement at any time upon _____ ( )
days written notice to Distributor.

13.3 Termination for material breach. This Agreement may be terminated, in the event of a
material breach or default as to any obligation hereunder by either party and the failure of the
breaching party to cure such material breach or default within thirty (30) days after receiving
written notice thereof from the non-breaching party, such termination being immediately
effective upon the giving of such notice of termination. Material breach includes, but is not
limited to, (i) breach by Distributor of the provisions set forth herein; (ii) impairment by
Distributor of Manufacturer’s rights in the Manufacturer Intellectual Property, (iii) failure to use
best efforts or order minimum quantities, (iv) engaging in any act that is detrimental to
Manufacturer, the Products, or Manufacturer’s reputation, or (v) any breach of any covenant,
representation or warranty in this Agreement.

13.4 Change of Control of Distributor. In the event of a Change of Control of the
Distributor, Manufacturer may terminate this Agreement by giving written notice of termination
to Distributor, such termination being immediately effective upon the giving of such notice of
termination.

13.5 Bankruptcy. Upon the filing of a petition in bankruptcy, insolvency or reorganization
against or by either party, or either party becoming subject to a composition for creditors,
whether by law or agreement, or either party going into receivership or otherwise becoming
insolvent (the “Insolvent Party”), this Agreement may be terminated by the other party by giving
written notice of termination to the Insolvent Party, such termination immediately effective upon
the giving of such notice of termination.

13.6 No Compensation. In the event of a termination pursuant to Article XIII or upon
expiration of this, Manufacturer shall not have any obligation to Distributor, or to any employee
of Distributor, for compensation or for damages of any kind, whether on account of the loss by
Distributor or such employee of present or prospective sales, investments, compensation or
goodwill. Distributor, for itself and on behalf of each of its employees, hereby waives any rights
which may be granted to it or them under the laws and regulations of the Territory or otherwise
which are not granted to it or them by this Agreement. Distributor hereby indemnifies and holds
Manufacturer harmless from and against any and all claims, costs, damages and liabilities
whatsoever asserted by any employee, agent or representative of Distributor under any
applicable termination, labor, social security or other similar laws or regulations.

13.7 Payments owed on termination. Termination of this Agreement shall not affect the
obligation of Distributor to pay Manufacturer all amounts owing or to become owing as a result
of Products tendered or delivered to Distributor on or before the date of such termination, as well
as interest thereon to the extent any such amounts are paid after the date they became or will
become due pursuant to this Agreement.

XIV.           PUBLICITY




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Distributor agrees that any publicity or advertising which shall be released by it in which
Manufacturer is identified in connection with the Products shall be in accordance with the terms
of this Agreement and with any information or data which Manufacturer has furnished in
connection with this Agreement. Copies of all such publicity and advertising shall be forwarded
promptly to Manufacturer.

XV.            MANUFACTURER OFFICE IN THE TERRITORY

Manufacturer may from time to time maintain an office at one or more locations in or near the
Territory. Personnel associated with such office or offices shall be authorized to and may, from
time to time, act on behalf of Manufacturer and shall be entitled to exercise all of the rights of
Manufacturer under this Agreement. Such personnel shall be entitled to all information with
respect to all matters relevant to Distributor’s performance under the Agreement, and Distributor
shall at all times cooperate with such personnel with respect to all such matters.

XVI.         CONFIDENTIALITY [Tip: Docstoc has several resources available regarding
  detailed Confidentiality Agreements that can that can be used in conjunction with this
  Agreement].

16.1 "Confidential Information" shall mean any information which the disclosing Party
considers proprietary or confidential and identifies in writing or orally to be confidential or
proprietary, but shall not include (i) information which at the time of disclosure was already in
the public domain; (ii) information which subsequent to disclosure is made public through no
fault of the receiving Party; (iii) information which was lawfully in its possession prior to
disclosure, or independently developed by it without access to or use of any of the disclosing
Party's confidential information, or (iv) information lawfully received from a third party who
was not subject to confidentiality obligations with respect to such information.

16.2 Each Party will safeguard and prevent the disclosure to any third party the Confidential
Information of the other, exercising a standard of care not less than that used by the receiving
Party to protect its own confidential information. Each Party shall, upon the request of the other
party or upon the termination or expiration of this Agreement, return or destroy all tangible
copies of any Confidential Information of the other Party in its possession, and shall further
delete or destroy any copies of such Confidential Information stored in any computer memory or
electronic storage device. The requirements of this section will survive the termination or
expiration of this Agreement.

XVII.          RESPONSIBILITY FOR TAXES

Taxes in any state or country, now or hereafter imposed with respect to the transactions
contemplated hereunder (with the exception of income taxes or other taxes imposed upon
Manufacturer and measured by the gross or net income of Manufacturer) shall be the
responsibility of Distributor, and if paid or required to be paid by Manufacturer, the amount
thereof shall be added to and become a part of the amounts payable by Distributor hereunder.

XVIII.         MODIFICATION OF PRODUCTS


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Distributor may not customize, modify or have customized or modified any Product unless it
obtains the prior written consent of Manufacturer, which consent may be withheld in the sole
discretion of Manufacturer. Any unauthorized customizing or modification of any Product by
Distributor or any third party shall relieve Manufacturer from any obligation it would otherwise
have had with respect to such Product under the warranties described herein.

XIX.           GENERAL

19.1 Force Majeure. Neither Party shall be deemed in breach hereunder for any cessation,
interruption or delay in the performance of its obligations due to causes beyond its reasonable
control, including, without limitation, earthquake, flood, or other natural disaster, act of nature or
God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared) or
the inability to obtain sufficient supplies, transportation, or other essential commodity or service
required in the conduct of its business, or any change in or the adoption of any law, regulation,
judgment, or decree, [which makes fulfilling his/her/its obligations or responsibilities unlawful,
unless such Party should or shall be able to come into compliance reasonably quickly and
without prejudicing the other, including by unreasonable delay] (each a “Force Majeure Event”).

Or

Neither party shall be liable for any failure or delay in performance under this Agreement (other
than for delay in the payment of money due and payable hereunder) to the extent said failures or
delays are proximately caused (I) by causes beyond that party's reasonable control and occurring
without its fault or negligence, including, without limitation, failure of suppliers, subcontractors,
and carriers, or party to substantially meet its performance obligations under this Agreement,
provided that, as a condition to the claim of non-liability, the party experiencing the difficulty
shall give the other prompt written notice, with full details following the occurrence of the cause
relied upon. Dates by which performance obligations are scheduled to be met will be extended
for a period of time equal to the time lost due to any delay so caused.

19.2 Successors and Assigns. The Parties agree that this Agreement shall be binding upon
each of its successors and assigns and that this Agreement may not be assigned to any other third
party, without the written consent of Manufacturer, which shall not be unreasonably withheld.

19.3 Amendments. No modification, supplement, termination, extension, waiver or amendment
to or of this Agreement (or any attachments or exhibits) or any of its provisions may be made, and any
attempts, shall not be binding unless agreed to by the Parties in writing, by pen on paper, by duly
authorized representatives of the Parties. There shall be no oral agreements. Electronic writings,
including E-mail messages, text messages, tweets, instant messages, etc., their contents, and any
attachments, and any prior or subsequent communications including oral discussions or negotiations
concerning some or all of the Agreement, or anything at all, are not intended to represent and do not
reflect an offer or acceptance to enter into (or amend, modify, revise, terminate, abrogate, extend,
waive a breach or damages of, etc.) a binding contract, transaction or agreement, and are not intended
to and do not bind any party to this Agreement. The Parties may determine that they wish to attempt
to negotiate a written agreement that is binding that amends, modifies, revises, terminates, abrogates,


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extends, waives a breach or damages of, this Agreement , however, the Parties intend and will
continue to intend that there shall be no contract formations, waivers, modifications, abrogations,
extensions, amendments, etc., without one or more formal written documents executed non
electronically but with holographic signatures by hand with ink pen on paper signed by a duly
authorized representative of each of the Parties (aka “wet signatures” or “pen on paper signatures”).
Any communication to the contrary in the past, now or future, is not binding on any party to this
Agreement. Absent the written express statement to the contrary as set out below, it is the intention of
the Parties, and the Parties agree not to conduct any contract formation, modifying transaction, amend
any agreement, abrogate any agreement, grant any extension, or waive any right by electronic writing.
Any alleged communication to the contrary is not binding on any party. The written express statement
mentioned above ("electronic express statement") shall be the following, or that which expresses the
same intent as the following: “I expressly intend that this shall constitute an electronic signature to a
writing thereby [forming, modifying, amending, abrogating, granting an extension in relations to, or
waiving a breach to] a binding [contract or agreement].” For purposes of any agreement, a formal
written document on paper with wet signatures (pen on paper signatures) and otherwise consistent
with the requirements herein, which is transmitted by facsimile, the internet, or any
cell/wireless/mobile telephone system, or the like, as an image or .pdf document is valid when signed
by pen on paper by all Parties to be charged. The Parties expressly state and intend that Emails / texts /
tweets / instant messages, etc., sent or received - even when there are multiples or combinations of
these - do not include all of the essential or material terms required in order for there to be a legally
binding agreement or contract between the Parties, and are ineffective for purposes of contract
formation, modification, amendment, waiver, etc., without the electronic express statement mentioned
above. No addition to or modification or consensual cancellation of this Agreement, notice or
statement shall be binding unless made in one or more formal written documents consistent with the
pen on paper or "electronic express statement" requirements herein. Any purported communication to
the contrary is not binding.

19.4 Waiver. No waiver of any breach of any provision of this Agreement, notice or statement
shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof, and no waiver shall be effective unless made in writing and wet signed by pen on
paper or electronic express statement as set out herein. [Tip: If you wish to allow emails that reflect
some formality, and that you have given adequate and due consideration to the matter, to be used for
amendments, for example, to add to a schedule of deliverables, this version of the document does
allow formal emails with special language in them to be used. Therefore if you do not wish to allow
that, and only wish for there to be signatures by pen on paper you may wish to edit this document by
removing the portions in this section that are highlighted in gray. If you allow this you will want to
remove the gray highlight from the final version of the Agreement before you print it. And then you
will want to delete this note.]

19.5 Notices. Any notice required, permitted to be given, or otherwise given hereunder may be
effectively given by letter delivered either by personal delivery, registered mail certified return receipt
requested, postage prepaid, or delivered by overnight delivery service, or by facsimile machine upon
receipt from the sender of a confirmation of receipt, or by other electronic means so long as the
recipient has acknowledged receipt (for purposes of this section an automatically generated receipt
confirmation does *not* qualify as acknowledgement of receipt), addressed to the recipient as
follows:


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        In the case of Manufacturer:
        Manufacturer
        Attn: _____________
        Tel: __________________
        Fax: __________________
        Email: _______________________




        In the case of Distributor:
        Distributor
        Attn: _____________
        Tel: __________________
        Fax: __________________
        Email: _______________________

19.6 Governing Law. This Agreement shall be governed by and construed in all respects in
accordance with the laws of the State of ___________________ as they apply to agreements entered
into and to be performed by the Parties herein.

19.7     Venue. The Parties further agree that venue of any legal action or claim hereunder shall be
exclusively in and with a court having jurisdiction over __________ County, __________ , if
disputes are to be resolved in Court, if at all, as set out below, or where arbitration or mediation is to
occur, if at all, as set out below. The Parties further agree and hereby consent to, and waive all
defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and
jurisdiction in the State of ________ and _________County. Notwithstanding the foregoing either
party may seek equitable, preliminary, or permanent injunctive relief from any court of competent
jurisdiction, which rights and remedies shall be cumulative and in addition to any other rights or
remedies at law or in equity to which either party may be entitled.

19.8     Dispute Resolution. [TIP: This section deals with how disputes are to be resolved. How
would the Parties like to resolve disputes, should any arise? While everyone usually hopes to avoid
disputes and breaches of contract those can arise for various and many reasons, including because the
Agreement is ambiguous or uncertain in some respect, or a party is negligent or willfully acts contrary
to one or more terms or provisions of the Agreement. There are various important choices available
to the Parties in resolving disputes, conflicts and breaches or violations of this Agreement that the
Parties are not able to resolve consensually by themselves or through their respective representatives
or attorneys. These include mediation, non-binding arbitration, binding arbitration, and judicial
litigation. While this Agreement anticipates that the Parties will engage in judicial litigation, and
contains a very simple provision about that, you may wish to consider the other options as well.
Docstoc has several resources available regarding dispute resolution including plug-in provisions for
mediation, non-binding arbitration, binding arbitration, and judicial litigation available here].
The Parties shall endeavor to resolve any differences of opinion which may arise between them with
respect to the provisions of this Agreement by negotiation between themselves personally or with the

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assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in
dispute is of such a significant nature to warrant it being addressed otherwise, no party shall
commence any public proceedings until the negotiations have failed to produce a resolution. In
furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available
on short notice and to negotiate promptly and in good faith, any matter any party may wish to
negotiate. If there is no resolution then the Parties agree that any dispute, claim, or action hereunder
shall be resolved exclusively in and with a court of law or equity having jurisdiction over the Parties
and subject matter. The Parties agree that the United Nations Convention on Contracts for the
International Sale of Goods (CISG) does not apply to this Agreement.

19.9 Entire Agreement. This Agreement shall constitute the entire agreement between the Parties
and will supersede all prior agreements, representations, warranties, statements, promises,
information, arrangements and understandings, whether oral or written, express or implied, with
respect to the subject matter hereof. The Parties shall not be bound or charged with any oral or written
agreements, representations, warranties, statements, promises, information, arrangements or
understandings not specifically set forth in this Agreement. This Agreement has been carefully
drafted and the Parties are convinced that this document completely and clearly expresses their
intentions. Further, the Parties place great value on the quick and inexpensive resolution of any
dispute that may arise between them concerning this contract or the subject hereof. Therefore, the
Parties agree that: (i) all disputes concerning this Agreement or the subject matter hereof shall be
resolved as provided herein; (ii) this Agreement constitutes the sole agreement among the Parties, and
supersedes any and all prior or contemporaneous oral or written agreements, promises, or
understandings among them, pertaining to the matters contemplated in this Agreement; (iii) no express
or implied representations, warranties, or inducements have been made by any party to any other party
except as set forth in this Agreement; (iv) this Agreement may not be amended, added to, or altered
except by a writing duly executed by each of the Parties hereto, as set forth herein; and (v) no parole
or extrinsic evidence whatsoever may be introduce or considered in any judicial or arbitration
proceeding involving this Agreement, for any purpose, including to interpret, explain, clarify, or add
to this Agreement, except in any instance in which a provision is found in whole or in part to be
invalid, illegal or unenforceable and subject to severability and the arbitrator or court undertakes to re-
write or construe the severed provision as closely as possible to conform to the intent of the Parties.

19.10 Severability. Each of the provisions of this Agreement (and each part of each such
provision) is severable from every other provision hereof (and every other part thereof). In the
event that any provision (or part thereof) contained in this Agreement or the application thereof to
any circumstance shall be invalid, illegal or unenforceable, in whole or in part, and to any extent:
(i) the validity, legality or enforceability of such provision (or such part thereof) in any other
jurisdiction and of the remaining provisions contained in this Agreement (or the remaining parts
of such provision, as the case may be) shall not in any way be affected or impaired thereby; (ii)
the application of such provision (or such part thereof) to circumstances other than those as to
which it is held invalid, illegal or unenforceable shall not in any way be affected or impaired
thereby; (iii) if possible, such provision (or such part thereof) shall be construed or re-written as
closely as possible to conform to the intent of the Parties, in which instance parole or extrinsic
evidence may be considered to do so; (iv) if not susceptible to such construction, such provision
(or such part thereof) shall be severed from this Agreement and ineffective to the extent of such
invalidity, illegality or unenforceability in such jurisdiction and in such circumstances; and (v)


© Docstoc®, Inc. 2013 – All Rights Reserved
the remaining provisions of this Agreement (or the remaining parts of such provision, as the case
may be) shall nevertheless remain in full force and effect.

19.11 Headings. The headings for sections herein are for convenience only and shall not affect
the meaning of the provisions of this Agreement. Such headings shall not be deemed to govern,
limit, modify or in any other manner affect the scope, meaning or intent of the provisions of this
Agreement or any part thereof, nor shall they otherwise be given any legal effect.

19.12 No Unannounced Modifications to Signature Documents. The Parties have reviewed
(and, if applicable, negotiated) this Agreement, in its electronic form. They desire to sign the
hard-copy version without having to re-read it to confirm that no unauthorized changes were
made before the final printout. Accordingly, by signing and delivering this Agreement, and/or
any exhibit, amendment, or addendum to it, now or in the future, each Party represents that it has
not made any changes to any other draft provided to (or by) the other party, unless the signing
Party has redlined the changes or otherwise expressly called them to the other party’s attention in
writing. (Non-substantive format clean-up and correction of immaterial spelling errors need not
be redlined.)

19.13 Waiver. A waiver by either party of any provision of this Agreement in any instance
shall not be deemed to waive it for the future. A Party’s failure to insist on strict compliance
with any of the terms of this Agreement on one or more occasions is not a waiver of any rights or
obligations under this Agreement.

19.14 Survival. Those sections of this Agreement, that should logically survive termination or
expiration of this Agreement, shall survive termination or expiration of this Agreement.

19.15 Construction. If there is any controversy regarding this Agreement or the terms of this
Agreement, this Agreement, will be deemed to have been drafted by all Parties herein and will not
be strictly construed as against any party. The Parties have been made aware of their right and
opportunity to consult with independent legal counsel and have either done so, or knowingly
waive the right to do so. Further, the Parties acknowledge that they have engaged in negotiations
to reach this Agreement.

19.16 Counterparts. This Agreement, may be executed in several counterparts, each of which
shall constitute an original and all of which, when taken together, shall constitute one and the
same agreement, including the judicial proof of any of the terms hereof. A photocopy, fax copy,
or electronic image copy, which depicts the inclusion of one or more signatures by pen on paper,
shall be deemed an original.

19.17 Attorneys’ Fees. In the event of litigation or arbitration relating to the subject matter of
this Agreement, the prevailing party shall have the right to collect from the other party its
reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this
Agreement.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement, as of the day
and year first written above.


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Manufacturer                             Distributor
Per:                                     Per:



Name: __________________                 Name: _____________________
Title:                                   Title: ____________________
I have authority to bind Manufacturer.   I have authority to bind Distributor.




© Docstoc®, Inc. 2013 – All Rights Reserved
                                       EXHIBIT A

                          PRODUCT CLASS AND PRICE LIST




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                                       EXHIBIT B

                            PRINCIPLE ORDERING TERMS




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                                       EXHIBIT C

                    MINIMUM QUARTERLY PURCHASE ORDERS

                                        (IN UNITS)




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DOCUMENT INFO
Description: This International Distribution Agreement is an agreement between a manufacturer and an international distributor outlining terms such as their respective responsibilities about manufacturing, distribution, ownership and title to products and other intellectual property rights, minimum performance standards, product liability and recall, and restrictive covenants such as non-disclosure and non-competition. This document contains standard language used in this type of agreement; however, the parties may add additional terms and conditions, making it fully customizable to suit the contracting parties’ unique needs. Use this form if one is an manufacturer wanting to enter into an arrangement with an international distributor so that the manufacturer's goods will be distributed in a respective territory.
This document is also part of a package B2B Sales Templates 76 Documents Included