; Electronic Distribution Agreement
Documents
Resources
Learning Center
Upload
Plans & pricing Sign in
Sign Out
Your Federal Quarterly Tax Payments are due April 15th Get Help Now >>

Electronic Distribution Agreement

VIEWS: 382 PAGES: 13

This Electronic Distribution Agreement is made between a company and a distributor for the purposes of advertising, promoting and distributing a certain electronic product of the company. This document contains the material terms and conditions of the agreement including the distribution services to be provided, shipment provisions, the product price, and a non-exclusive distributor clause. It includes numerous standard provisions that are commonly found in these types of agreements and may be customized to fit the specific needs of the parties. This should be used by product developers and designers when entering into distribution agreements.

More Info
  • pg 1
									This Electronic Distribution Agreement is made between a company and a distributor for
the purposes of advertising, promoting and distributing a certain electronic product of
the company. This document contains the material terms and conditions of the
agreement including the distribution services to be provided, shipment provisions, the
product price, and a non-exclusive distributor clause. It includes numerous standard
provisions that are commonly found in these types of agreements and may be
customized to fit the specific needs of the parties. This should be used by product
developers and designers when entering into distribution agreements.
                         DISTRIBUTION AGREEMENT

       THIS ELECTRONIC DISTRIBUTION AGREEMENT (the “Agreement”), is made
this _____ day of _______________, 201_____, by and between ______________________
(the “Company”) and __________________ (the “Distributor”).

       WHEREAS, the Company (develops/manufacturers) ______________________
[BRIEFLY DESCRIBE THE PRODUCT(S) MADE](the “Product”) (enter the electronic
product to be distributed);

        AND WHEREAS, the Company desires to obtain the services of the Distributor to
advertise, promote and distribute the Product;

       AND WHEREAS, the Distributor desires to obtain the non-exclusive right from the
Company to advertise, promote and distribute the Product pursuant to the terms and conditions
contained herein.

       NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and valuable
consideration of the mutual covenants and agreements contained herein, the receipt and
adequacy of which is hereby acknowledged, the Company and the Distributor covenant and
agree as follows:

1.00   APPOINTMENT

1.1    The Company hereby appoints the Distributor as the non-exclusive Distributor of the
       Product in the geographic area(s) contained on Schedule “A,” annexed hereto.

1.2    The Distributor hereby accepts the appointment by the Company as the non-exclusive
       Distributor of the Product in geographic area(s) contained on Schedule “A” annexed
       hereto.

1.3    The Company grants the non-exclusive right to the Distributor to advertise, promote and
       distribute the Product to any and all third parties within the geographic area.

2.00   PRODUCT

2.01   The Distributor acknowledges that the Company has the right at any time to change or
       make alterations to the Product or cease production, development or manufacturing of the
       Product without prior notice to the Distributor and without any liability to the Company
       or to the Distributor.

2.01   The Distributor acknowledges that the Company has the right at any time to change or
       make alterations of the price of the Product, provided, the Company provides _______
       (___) days’ advance written notice to the Distributor of the Product price change.
© Copyright 2011 Docstoc Inc.                                                      2
3.00   SHIPMENT OF PRODUCT TO DISTRIBUTOR

3.01   The Company shall ship to the Distributor the quantity of Product for distribution
       pursuant to the shipment orders received by the Company from the Distributor upon
       receiving payment in full from the Distributor for the quantity of Product requested to be
       shipped by the Distributor.

3.02   All orders for Product shall be paid in full prior to shipment to the Distributor in
       _________ [SPECIFY: U.S. DOLLARS, EUROS, ETC.] funds by way of certified
       check, money order, bank draft, wire transfer or credit card or by such other means as the
       Company and the Distributor may agree in writing.

3.02   All orders for Product shall be shipped by the Company to the Distributor at the
       Distributor’s warehouse/store located at _______________________________
       [ADDRESS WHERE DISTRIBUTOR WANTS PRODUCTS SHIPPED TO] or at
       such other location or locations as the Distributor may in writing direct the Company.

3.03    All costs and fees associated with the shipment of Product from the Company to the
        Distributor shall be borne solely by the [Distributor/Company]. or,
3.03 The costs and fees associated with the shipment of Product from the Company to the
        Distributor shall be apportioned, as follows: _____________________________
        _________________________________________________________________
{Instruction: If costs are borne by only one party, select that party in the first version of 3.03
        and delete or cross-out the non-responsible party's name. Delete or cross-out the
        second version/paragraph of 3.03.
If costs are to be shared, delete or cross-out the first version of 3.03, and in the second version,
        specifically describe each party's responsibilities for the various costs, fees, etc..}

3.04   Any and all taxes and insurance which may become due and payable in connection with
       the shipment of Product from the Company to the Distributor will be paid by the
       Distributor.

4.00   DISTRIBUTION OF PRODUCT

4.01   The Distributor agrees that it shall advertise, market, promote and distribute the Product
       using all of the Distributor’s best efforts.

4.02   The Distributor agrees that it shall do the following to advertise, market, promote and
       distribute the Product:

       (i)     advertise the Product in the Distributor’s catalogues, if applicable;

       (ii)    advertise the Product in newspapers and magazines or such other publicly
               distributed reading material as appropriate;
       (iii)   attend any trade shows which are related to the nature of the Product for
               promotion purposes; and

       (iv)    promote and advertise the Product via television commercials, radio
               advertisements, and e-commerce.

{Instruction: Any of the above items in 4.02 can be modified, to add more responsibilities or to
eliminate some of the above responsibilities, as desired by both parties.}

4.03   The Distributor agrees that it will at all times conduct itself in a manner that is
       professional and business-like consistent with making all reasonable efforts to uphold the
       reputation of the Company and the Product. Distributor agrees that it shall not at any
       time make any false or misleading claims or representations or warranties in respect to
       the Product.

4.04   The Distributor acknowledges that, throughout the duration of this Agreement, the
       Company may from time-to-time provide to the Distributor advertising and promotional
       material for the purposes of advertising, marketing, and promotion of the Product. The
       Distributor agrees to use such material provided to it by the Company for the advertising,
       marketing and promotion of the Product. The Distributor further agrees that it will not at
       any time use the advertising and promotional material supplied to it by the Company for
       any other purpose other than for the advertising, marketing and promotion of the Product.

5.00   COMPLIANCE WITH APPLICABLE LAWS

5.01   The Distributor acknowledges and agrees that it shall at all times comply with any and all
       applicable rules, laws and regulations in connection with the advertising, marketing and
       distribution of the Product and shall comply with all applicable export laws.

5.02   The Distributor shall not distribute the Product to any territory outside the geographic
       locations contained on Schedule “A” annexed hereto without the prior written consent
       and authorization of the Company.

6.00   INDEMNIFICATION FOR TAX

6.01   The Distributor agrees to indemnify and hold the Company harmless from and against
       any obligations of the Distributor to pay any governmental authority for any statutory
       taxes or other levies or duties in connection with the Distributor’s performance of its
       obligations under this Agreement and from any and all damages, losses, liabilities or
       expenses, including but not limited to, attorney costs, arising out of or resulting
       therefrom.

7.00   INTELLECTUAL PROPERTY

7.01   The Distributor acknowledges and agrees that any and all intellectual property rights in
       and to the Product shall remain the sole property of the Company, including but not
       limited to, any manuals, promotional material, patents, trade secrets and industrial
       designs.

8.00   CONFIDENTIALITY

8.01   The Distributor agrees to keep confidential and not to disclose, directly or indirectly, or
       assist others in so disclosing, to any person, firm, corporation, or other entity any
       products, processes, concepts, business opportunities, compilations of data, algorithms,
       computer codes in either source code and object code, computer programs, computer
       account names, computer passwords and modem access numbers, financial information,
       marketing data and strategies and trade secrets related to the operations of the Company
       or the Product obtained in the course of performing its obligations herein or pursuant to
       any other agreement, and which have been directly communicated to Distributor by the
       Company, in writing, as being confidential (collectively, “Confidential Information”).
       The foregoing obligations do not apply to the extent that the Confidential Information is
       or becomes generally available to the public through no fault on the Distributor’s part.
       The Distributor agrees to use the Confidential Information in the course of its
       engagement solely for the benefit of the advertising, marketing and promotion of the
       Product and to disclose the Confidential Information only to such employees of the
       Distributor who have a need to know the Confidential Information.

8.02   Notwithstanding any provisions to the contrary herein contained, the obligations of the
       Distributor contained in Articles 8.01-8.03 shall survive the termination of this
       Agreement.

8.03   The Distributor may disclose Confidential Information to a third party where the
       Company has consented in writing to such disclosure or where required by law or any j
       udicial, legislative, administrative or other governmental body. However, the Distributor
       shall first give prompt notice to the Company of any possible or prospective order
       (or proceeding pursuant to which any order may result), and the Company will be
       afforded a reasonable opportunity to prevent or limit any disclosure. Distributor will
       cooperate with Company to all reasonable extents in any effort by Company to prevent or
l      imit disclosure in such cases.

9.00   WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY

9.01   The Company warrants and represents that granting the rights contained herein to the
       Distributor is not in violation of any other agreement, copyright, patent, trademark or the
       proprietary rights or interests of any other third party.

9.02   Any replacement Product will be warranted for the remainder of the original warranty
       period or thirty (30) days, whichever is longer.

10.00 DISCLAIMER OF WARRANTIES

10.01 EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, MADE TO THE
      DISTRIBUTOR, THE COMPANY MAKES NO OTHER WARRANTIES RELATING
       TO THE PRODUCT, EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS AND
       EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT
       LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
       A PARTICULAR PURPOSE OR USE AND NON-INFRINGEMENT. NO PERSON IS
       AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION
       CONCERNING THE PRODUCT. DISTRIBUTOR WILL MAKE NO WARRANTY,
       EXPRESS OR IMPLIED, ON BEHALF OF THE COMPANY.


11.00 LIMITATION OF LIABILITY

11.01 The Distributor hereby acknowledges and agrees that the Company’s liability to the
      Distributor under this Agreement, whether for breach or in tort, is limited to the price
      paid by the Distributor for the Product which gives rise to a claim. Under no
      circumstances and in no event will the Company be liable to the Distributor for any
      indirect, special, incidental or consequential damages in connection with or arising out of
      this Agreement, including but not limited to, loss of business, revenue or profits, even if
      the Company had been previously advised of the possibility of such damages.

12.00 TECHNICAL SUPPORT

12.01 The Company will provide technical support to the Distributor and any training that may
      be required for the Product upon request from the Distributor. The Company shall charge
      the Distributor a fee for such technical support at the Company’s then-current rate for
      technical support.

12.02 The Distributor shall be solely liable for all fees and expenses incurred by the Distributor
      for the technical support and training, including, but not limited to, any costs for travel,
      meals or lodging.

13.00 INDEPENDENT CONTRACTOR

13.01 The Company and the Distributor hereby acknowledge and agree that the relationship
      created by this Agreement is one of an independent contractor. At no time or times, shall
      the Distributor be treated as an employee of the Company for any purpose whatsoever.

13.02 The Company and the Distributor acknowledge and agree that neither party will have the
      power or right to obligate the other in any manner whatsoever, other than is specifically
      called for in this Agreement.

13.03 The Distributor agrees that it will not at any time or times act in a way that implies a
      relationship other than that of an independent contractor with the Company.

14.00 TERM
14.01 The Company and the Distributor acknowledge and agree that the Term of this
      Agreement shall be for a period of ______ (____)____________ [SPEFICY MONTHS
      OR YEARS, AND NUMBER OF MONTHS OR YEARS. e.g. TEN (10) MONTHS;
      ONE (1) YEAR; ETC.] from the date of execution of this Agreement. (hereinafter, the
      "Term")

14.02 The Distributor shall have the option at the end of the Term to extend the Term of this
      Agreement for a further period of ___________ (_____) __________
      [MONTHS/YEARS], provided the Distributor provides __________ (____)
      [WEEKS'/MONTHS'] advance written notice to the Company of its intention to extend
      the Term of this Agreement.

15.00 TERMINATION

15.01 The Company shall have the right to terminate this Agreement without cause and liability
      upon _______ (____) [DAYS/WEEKS/MONTHS] advance written notice to the
      Distributor. Either party shall have the right to terminate this Agreement for any material
      breach of this Agreement that is not remedied within _______ (___) days of written
      notice of such breach.

15.02 In the event this Agreement is terminated for any reason whatsoever, the Distributor
      agrees that it shall immediately cease any and all advertising, marketing and distribution
      of the Product. The termination of this Agreement will not affect either party’s rights or
      obligations with respect to the Product being distributed by the Distributor prior to the
      termination of this Agreement.

16.00 DISPUTE RESOLUTION

16.01 The parties hereto shall endeavour 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 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.

16.02 The parties agree to obtain the assistance of a mediator should any party be of the opinion
       that the assistance of a mediator would assist in an expeditious and amicable resolution of
       the matter in dispute. The costs of any such mediator shall be shared equally by all of the
       parties involved in the dispute.
{Instruction: Parties can also change this language, so that the costs of a mediator is instead
borne entirely by the party who requested it.}

16.03 If negotiations are conducted with the assistance of a mediator and no agreement is
      reached, the mediator shall be instructed to proffer no opinion as to the position
       maintained by any party and to make no report unless directed to do otherwise, in
       writing, by all of the parties.

16.04 The parties hereto agree that no report of anything said or of any admission or
      communication made in the course of the negotiations or mediation described in clause
      16.02 shall be used as evidence or shall otherwise be admissible in any legal proceeding,
      except with the consent, in writing, of all of the parties.

16.05 If, in the opinion of any party, acting reasonably, it is unlikely to expect the matter in
      dispute as between the parties to be resolved by continued negotiations or continued
      mediation as previously described and provided for, or if the matter is of such a
      significant nature to warrant it being addressed otherwise, as provided in paragraph 16.01
      et seq, then the matter in dispute shall be submitted to and shall be subjected to
      arbitration pursuant to the Arbitrations Act _________________ [PROVIDE SPECIFIC
      GOVERNING STATE OR FEDERAL STATUTE OR LAW], as amended, as
      hereinafter provided.

16.06 Any arbitration to be carried out pursuant to the terms of paragraph 16.05 shall be subject
      to the following provisions, namely:

       (a)    the party desiring arbitration shall nominate one arbitrator and shall notify the
              other parties of such nomination. Such other parties shall within ten (10) days
              after receiving such notice, nominate an arbitrator and the two arbitrators shall
              select a chairman of the arbitral tribunal to act jointly with them. If the arbitrators
              shall be unable to agree in the selection of such chairman, the chairman shall be
              designated by a Judge of the applicable jurisdiction upon an application by any
              party;

       (b)    the arbitration shall take place in the City of ______________ [PROVIDE CITY
              WHERE BOTH PARTIES AGREE THAT AN ARBITRATION CAN BE
              HELD] and the chairman or any other authorized officer of the Company shall fix
              the time and place in the City of _______________ for the purpose of hearing
              such evidence and representations as any of the parties may present and, subject
              to the provisions hereof, the decision of the arbitrators and chairman,or any two of
              them, in writing, shall be binding upon the parties both in respect of procedure
              and the conduct of the parties during the proceedings and the final determination
              of the issues therein. The arbitrators and the chairman, after hearing any evidence
              and representations that the parties may submit, make their decision and reduce
              the same to writing and deliver one copy thereof to all of the parties hereto. The
              majority of the chairman and arbitrators may determine any matter of procedure
              for the arbitration not specified herein;

       (c)    if the parties hereto receiving the notice of the nomination of any arbitrator by the
              party desiring arbitration fail within the said ten (10) days to nominate an
              arbitrator, then an arbitrator shall be nominated on their behalf by a Judge of the
              applicable jurisdiction upon an application by any such party within ten (10) days
               thereafter; failing which, the arbitrator nominated by the party desiring arbitration
               may proceed alone to determine the dispute in such manner and at such time as he
               shall think fit and his decision shall, subject to the provisions hereof, be binding
               upon the parties;

       (d)     notwithstanding the foregoing, any arbitration may be carried out by a single
               arbitrator if the parties hereto so agree, in writing. In this event, the provisions of
               this paragraph shall apply mutatis mutandis; and

       (e)     the cost of the arbitration shall be borne in accordance with the decision of the
               arbitrators.

16.07 The parties to any such transaction of purchase and sale shall be individually responsible
      for their own legal fees incurred but shall be jointly responsible for all costs associated
      with the calculation of fair market value by the independent business valuator.

17.00 NOTICES

17.01 Wherever in this Agreement it shall be required or permitted that notice be given or
      served by either party to or on the other, the notice shall be in writing and shall be
      delivered personally to the party to whom it is given or sent by prepaid, registered mail,
      or by facsimile transmission, addressed as follows:

       to the Company at:




       Fax: (____) ____________________

       to the Distributor at:




       Fax: (_____) ___________________

       and each such notice shall be deemed given on the date of delivery in the case of
       delivery, three (3) business days after mailing in the case of mail and two (2) hours after
       the time of transmission in the case of facsimile transmission. For facsimile
       transmissions done after 3:00 p.m., notice shall be deemed given at 9:00 a.m. the
       following business day. No notice may be given by mail during a real or apprehended
       mail strike in _______________ [STATE]. This address and/or facsimile numbers may
       be changed from time to time by either party by giving written notice as provided in this
       clause.
       18.00 GENERAL PROVISIONS

18.01 This Agreement constitutes the entire agreement between the parties hereto with respect
      to the specific subject matter hereof and supersedes all prior agreements or
      understandings of any kind with respect to the specific subject matter hereof.

18.02 Headings are not to be considered part of this Agreement, and are included solely for
      convenience of reference and are not intended to be full or accurate descriptions of the
      contents of any section.

18.03 In this Agreement, words importing the singular number include the plural and vice
      versa, words importing the masculine gender include the feminine and neuter genders;
      and words importing persons include individuals, and proprietors, corporations,
      partnerships, trusts and unincorporated associations.

18.04 The invalidity or unenforceability of any provision of this Agreement or any covenant in
      it shall not affect the validity or enforceability of any other provision or covenant in it and
      the invalid provision or covenant shall be deemed to be severed.

18.05 Subject to the provisions hereof, this Agreement may not be assigned, in whole or in part,
      without the prior approval of all parties hereto. Subject thereto, this Agreement shall
      enure to the benefit of and shall be binding upon the parties hereto and their respective
      successors, heirs, executors, administrators, other personal and legal representatives
      (including trustees and receivers in bankruptcy) and permitted assigns.

18.06 This Agreement may be executed in any number of counterparts, each of which when so
      executed shall be deemed to be an original and such counterparts together shall constitute
      one agreement deemed to be dated as of the date hereof.

18.07 This Agreement shall be governed by and construed in accordance with the laws of the
      State of _________________ enforced therein.

               IN WITNESS WHEREOF the parties have duly executed this Agreement under
their hands and seals as of the day and year first written above.

                                                   (COMPANY)
                                                   Per:



                                                   Name: ___________________
                                                   Title: __________________
                                                   I have authority to bind the Company.
(DISTRIBUTOR)
Per:



Name: ___________________
Title: ____________________
I have authority to bind the Company.
     SCHEDULE “A”

GEOGRAPHICAL LOCATIONS

								
To top