Exclusive Right of Supply Agreement by Megadox


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									                    AGREEMENT FOR EXCLUSIVE RIGHT OF SUPPLY

THIS AGREEMENT made effective the ______ day of ____________, 20___ (the "Effective Date") by and

                    ________________________________________ (NAME OF BUYER)
                                          (the “Buyer”)

                                                  - and -

                   ________________________________________ (NAME OF SELLER)
                                          (the “Seller”)


A.      Buyer desires to engage Seller to [manufacture and] supply the items described on Schedule "A"
        attached hereto (hereinafter collectively referred to as the “Products”) on an exclusive basis;

B.      Seller desires to be the exclusive supplier of the Products to Buyer;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and
agreements between the parties, the parties hereto agree as follows:

1.      Term

This Agreement shall be for an initial term of _____ year(s), commencing on the Effective Date. Either
party may renew this agreement upon giving the other party not less than ___ days’ written notice prior
to the termination of the Agreement.

2.      Responsibilities of Seller and Buyer

Seller shall be the exclusive supplier to the Buyer of the Products, on the terms and conditions contained
herein which shall govern all orders placed under this Agreement and no other terms or conditions shall
be of any force or effect.

3.      Prices

Prices and any additional terms or conditions of sale are as specified in the attached schedule(s). Prices
for Products shall be determined by the quantity specified in each order, provided deliveries are taken
upon completion of manufacture, and otherwise by the quantity of each delivery. Prices for quantities
other than those listed in the schedule(s) shall be determined in accordance with the Seller’s established
prices for such other quantities, in effect from time to time. All prices are exclusive of applicable federal,
state/provincial or local sales or other taxes.

4.      Price Changes

(a)     Whenever the price of the Seller’s raw materials is increased or decreased, the Seller shall reflect
        such change in the price of Products containing such materials which are shipped on and after
        the effective date of the prince increase or decrease.

(b)     The Seller may also from time to time with       days’ prior written notice to the Buyer increase
        any Item price or decrease any quantity or cash discount, provided like notice of such increase or
        decrease is given to all other customers having agreements in similar form with the Seller. The

      Buyer shall give notice of its acceptance or rejection of such increase or decrease and may
      terminate this Agreement by notifying the Seller by registered mail prior to the proposed
      effective date of such increase or decrease.

(c)   The Seller may, without notice, from time to time increase any Item price by the amount of any
      new or increased duties, excise, sales or other taxes imposed or levied during the term of this
      Agreement by any governmental authority on the manufacture, sale, delivery or use of the
      materials used in the manufacture of the Products or which affect the cost of such materials.

(d)   The Seller may, without notice, increase any Item price by the amount of any increase in expense
      resulting from the use of substitute materials as permitted pursuant to the terms of this

(e)   The Seller may reduce any Item price or increase any cash discount at any time without prior
      written notice to the Buyer.

5.    Terms of Payment

(a)   The Seller may authorize a credit limit in writing and may change or withdraw any credit
      facilities extended to the Buyer at any time, upon _____ days’ notice in writing.

(b)   Invoices shall be due and payable within _______ days from their issued date.

(c)   The Seller shall allow a cash discount of % on the net invoice price of each invoice paid in full
      ______ days from its date, provided that all previous invoices are paid in full.

6.    Delivery Terms

(a)   The Buyer shall give the Seller a written (monthly/quarterly/half-yearly) forecast of its
      anticipated requirements of Products stating the specifications needed, and shall place orders
      with the Seller sufficiently in advance of shipment dates to enable the Seller to obtain materials
      and complete the orders.

(b)   When restricted by government regulations the Seller may fill the Buyer’s orders at any time by
      delivering Products manufactured of substitute materials of comparable quality, provided that
      the Seller has given the Buyer written notice of such substitution days prior to manufacture. The
      Buyer shall have the option to terminate this Agreement, or cancel the order at its discretion, if it
      deems such substitution to be unacceptable.

(c)   All sales and deliveries of Products shall be F.O.B. the Seller’s manufacturing site at
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