DISTRIBUTION AGREEMENT Made and entered into by and between ____________________, a company with its principal place of business at _________________________ (hereinafter called “Manufacturer”), and ____________________, a company with its principal place of business at _________________________ (hereinafter called the "Agent"). WHEREBY it has been agreed between the parties hereto as follows: 1. Definitions 1.1. In this Agreement save when the context otherwise requires, the following expressions shall have the following meanings, namely: "Agent’s Associates": any shareholder or subsidiary or affiliate of the Agent. "Manufacturer’s Associates": any shareholder or subsidiary of Manufacturer. "Products": (i) XYZ; and (ii) ABC, Are manufactured by or on behalf of Manufacturer. "Territory": __________________________. "Patents": The trademarks, patents, patent applications, emblems or designs that belong to Manufacturer, or which have been used, issued or filed by Manufacturer or on its behalf. 1.2. The headings of the terms and conditions of this Agreement are for the convenience of reference only and shall not be construed as in any way limiting or extending the language or provisions to which the captions refer. 2. Declarations and Representations of Manufacturer 2.1. Other than the rights acquired by the Agent, Manufacturer hereby declares and represents that neither Manufacturer nor the Manufacturer’s Associates granted rights to distribute the Products in the Territory to any third party. 2.2. Subject to the terms of this Agreement and during any extended term hereof, Manufacturer undertakes not to be involved in the distribution of the Products in the Territory directly or indirectly, through any party other than the Agent, or through an entity in which it maintains any interest. Manufacturer further undertakes that none of Manufacturer’s Associates will be involved in the distribution of the Product in the Territory. Manufacturer and Manufacturer’s 1 Associates shall however be entitled to promote the Products in the Territory in any manner it deems fit. 3. Distribution Rights 3.1. Manufacturer hereby agrees that the Agent has acquired the exclusive right to purchase and import the Products for resale in the Territory and to distribute, sell and maintain the Products in the Territory. 3.2. The Agent hereby declares and represents that it is fully aware that its exclusive right is subject to the terms and conditions set forth in this Agreement. 4. Term Manufacturer and Agent agree that all of the terms and conditions of this Agreement shall commence on the date stated herein and shall continue in force for a period of Five (5) years from the same date, unless the agreement is terminated in a manner provided for in this Agreement. 5. Terms of supply The Products shall be sold by Manufacturer to the Agent on and subject to the terms and conditions in this Agreement set forth and any standard terms and conditions of sale of Manufacturer from time to time in force, but in the event of a conflict between the terms and conditions of this Agreement, and the standard terms, the former shall prevail. 6. Agent's Obligations 6.1. The Agent shall provide to Manufacturer at the beginning of each calendar year a purchase forecast of the Products with respect to that year. 6.2. The Agent undertakes throughout the period of this Agreement at its own cost and expense to at all times use its best endeavours to promote the sale of the Products actively and diligently throughout the Territory and to this end the Agent shall inter alia: 6.2.1 Create, develop and put into effect in the Territory an advertising marketing campaign in respect if the Products. 6.2.2 Effect personal visits to or written correspondence with potential purchasers. 6.2.3 Employ suitable qualified sales and technical personnel familiar with the Products for the purpose of responding to all inquiries or orders for the Products in the Territory and will, if necessary, send a designated number 2 of staff members to Manufacturer for training as and when required at Agent’s own expense from time to time. 6.3. The Agent shall have no capacity, authority or power to and will not incur any liability, accept orders, make contracts or accept any obligations on behalf of Manufacturer. 6.4. It is agreed between the parties hereto that the agreement shall not be construed as constituting the Agent as a partner or an agent of Manufacturer for any purpose whatsoever. 6.5.. Save as provided in paragraph 3.3 hereof and save as authorized in writing by Manufacturer, the Agent and the Agent’s Associates, shall not directly or indirectly canvass or solicit sales of the Products outside the Territory or take any orders for the sale to any person, or persons, corporate or unincorporate, of any of the Products which the Agent knows or has reason to believe are intended to be exported from, or sold or used outside the Territory. 6.6. Save as provided in paragraph 3.3 hereof and save as authorized in writing by Manufacturer, the Agent shall forward to Manufacturer all enquiries that the Agent may receive in respect of the Products which originates from outside the Territory or if it comes to the Agent’s attention that the Products to which any enquiry relates are intended for use or resale outside the Territory. 6.7. The Agent shall immediately bring to the attention of Manufacturer any improper or wrongful use in the Territory of the Patents or other similar industrial or commercial monopoly rights relating to the Products, which come to its notice, and in the execution of its duties use every reasonable effort to safeguard the property rights and interest of Manufacturer in the Patents. 6.8. By reporting every three months in writing to Manufacturer, the Agent shall keep Manufacturer fully informed of market conditions and trends in the Territory affecting the Products, anticipated orders, bids and the activities of the Agent during the preceding three month period. 6.9. The Agent shall maintain a reasonable number of demonstration units for the Products in the Territory. 6.10. The Agent shall at its own costs perform either itself or through other qualified subcontractors all installations and integration of the Products to be supplied by it from time to time and shall at its own costs ensure that all installations are approved and/or commissioned by personnel of Manufacturer or of the Agent. 6.11. The Agent shall, where possible, allow Manufacturer’s representative during and after the installation and integration of the Products to conduct on-site visits and inspections of the installations.