This Agreement (the “Agreement”) is made effective as of the __ day of ________ 2010 (the
“Effective Date”) by and between ______________________________ having a place of
business at ________________________ (“Owner”), and __________________________ with
its principal place of business at __________________________________ (the "Agent").
WHEREAS Owner develops, markets and sells certain Products (as defines below), and
Owner wishes the Agent to act as a distributor and seller of such Products; and
WHEREAS The Agent wishes to distribute and sell Owner' Products in the Territory (as
defines below) pursuant to the terms and conditions of this Agreement;
WHEREBY it has been agreed between the parties hereto as follows:
In this Agreement, save when the context otherwise requires, the following
expressions shall have the following meanings, namely:
"Agents’ Associates": Any shareholder or subsidiary of the Agent and any person or
company in which the Agent and/or its shareholders from time to time is/are entitled to
a license or sublicense to manufacture the Products granted by or derived from a license
granted by Owner.
"Agent Customer": Anyone who purchase a license to use the Products or any part
thereof as a result of the direct efforts of the Agent.
"Owner Customer": Anyone who purchase a license to use the Products and is not an
Agent Customer, as defined below.
"Products": Owner’ products as detailed in Appendix A attached hereto as may be
amended from time to time by Owner with the written consent of Agent.
"Territory": The United States of America and Canada.
"Intellectual Property": Patents, trade names, brand names, trademarks, know-how,
copyright(s), design(s) and trade secrets relating in any way to the Products, their
manufacture, use, and sale.
2.1. Subject to the terms and conditions set forth in this Agreement,
as of the date hereof, Owner hereby appoints the Agent, and the Agent hereby
accepts such appointment, as its exclusive agent pursuant to the terms of this
Agreement, distributor, and seller for the marketing and distribution of the
Products within the Territory to all cable television or satellite television service
providers. Owner represents that it has the rights and authority to appoint
Agent as aforementioned.
2.2. The Agent agrees not to market and/or promote and/or allow
others to conduct sales, or other distribution, of the Products anywhere outside
the Territory, without the prior written consent of Owner. For the avoidance of
doubt, Owner shall have the right to sell or distribute the Products, directly or
indirectly, to Agent Customers or other third parties in the Territory upon