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Product Supply Agreement

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					This Product Supply Agreement is made between a manufacturer and a buyer whereby
the buyer purchases products from the manufacturer for distribution. The buyer agrees
to use its best efforts to promote the sale of the product and the agreement contains
provisions to protect the manufacturer's intellectual property rights in the product. This
document sets forth the material terms and conditions of the agreement including the
purchase price, the term of the agreement, and an arbitration clause. It contains
numerous standard provisions and may be customized to address the specific needs of
the parties. This should be used by product manufacturers and retailers that want to
sell their products.
                           PRODUCT SUPPLY AGREEMENT
                  THIS AGREEMENT is made as of the _____ day of ___________, 2______.

B E T W E E N:

                            ______________________________________
                            a corporation incorporated under the laws of the State of ____________,

                            (“Buyer”)

- and -

                            ________________________________________
                            a corporation incorporated under the laws of the State of _____________,

                            (“Supplier”)



BACKGROUND:

1.        The Buyer wishes to enter into this Product Supply Agreement to receive the supply of
          Products from the Supplier.

2.        The Supplier wishes to enter into this Product Supply Agreement to supply Products to
          the Buyer and its Affiliates.

               IN CONSIDERATION of the premises and the mutual covenants and
agreements contained in this Product Supply Agreement and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the
parties hereby covenant and agree as follows:

                                                 ARTICLE 1
                                              INTERPRETATION

1.1               Definitions etc.

                  In this Product Supply Agreement:

                  “Affiliate”, means in the case of Supplier, any subsidiary of Supplier;




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                  “Arbitration Rules” means the rules of procedure for arbitration of the
                  governing jurisdiction;

                  “Business Day” means any day of the week other than a Saturday, Sunday or any
                  statutory or civic holiday observed in ______________________(enter city and
                  state);

                  “Default” has the meaning ascribed thereto in Section 6.2;

                  “Disputes” includes all disputes, controversies, claims, counterclaims or similar
                  matters:

                  (a)       which relate to or arise out of or in connection with this Product Supply
                            Agreement including the validity, construction, meaning, performance or
                            effect of this Product Supply Agreement or the rights and liabilities of the
                            parties to this Product Supply Agreement; or

                  (b)       in respect of any defined legal relationship associated with this Product
                            Supply Agreement or derived from it;

                            whether they arise during the term of this Product Supply Agreement or
                            thereafter;

                 “Force Majeure” has the meaning set forth in Section 5.3;

                  “Governmental Authority” means (i) any court or legislative, executive,
                  regulatory or administrative authority or agency of Canada or the United States or
                  any province or state thereof and (ii) any federal, provincial, state, local,
                  municipal or other political subdivision of Canada or the United States or any
                  province or state thereof;

                  “Initial Term” has the meaning set forth in Section 2.1;

                  “Negotiation Period” has the meaning set forth in Section 7.2;

                  “Person” shall be broadly interpreted and includes an individual, body corporate,
                  partnership, joint venture, trust, association, unincorporated organization, the
                  Crown, any Governmental Authority or any other entity;

                  “Price Period” means the period commencing when the Supplier institutes a
                  price change and ending when the Supplier institutes the next following price
                  change;

                  “Products” means ___________________________(enter description of Product
                  to be supplied), which meet industry specifications at the relevant time, which are
                  produced or sold by Supplier or its Affiliates at the relevant time;




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                  “subsidiary” and “body corporate” have the respective meanings set forth in the
                  laws of the governing jurisdiction;

                  “Product Supply Agreement” means this Product Suppl
				
DOCUMENT INFO
Description: This Product Supply Agreement is made between a manufacturer and a buyer whereby the buyer purchases products from the manufacturer for distribution. The buyer agrees to use its best efforts to promote the sale of the product and the agreement contains provisions to protect the manufacturer's intellectual property rights in the product. This document sets forth the material terms and conditions of the agreement including the purchase price, the term of the agreement, and an arbitration clause. It contains numerous standard provisions and may be customized to address the specific needs of the parties. This should be used by product manufacturers and retailers that want to sell their products.