Exclusive Distribution Agreement Grants exclusive distribution rights to a distributor within a specific market or region, outlining exclusivity terms and obligations.
Shall mean the IntelliLink Home Automation System, a comprehensive home automation solution including smart devices, security systems, and integrated software provided by the Supplier.
Shall mean [Territory], as defined and specified in Exhibit A, which is attached hereto and incorporated by reference.
Supplier hereby appoints Distributor as its exclusive distributor for the resale of the Product in the Territory, and Distributor accepts such appointment under the terms and conditions specified in this Agreement. Distributor shall be responsible for the promotion, sale, and distribution of the Product within the Territory and will use its commercially reasonable efforts to maximize sales thereof.
2.2. Minimum Purchase Requirements
Distributor shall purchase a minimum quantity of the Product from Supplier as specified in Exhibit B, which is attached hereto and incorporated by reference. The minimum purchase requirements shall be reviewed and may be amended annually by mutual agreement of the parties. Failure to meet the minimum purchase requirements may result in the termination of this Agreement or modification of its terms, as determined in the sole discretion of the Supplier.
3.1. Sales and Marketing Efforts
Distributor shall use its best efforts to actively and effectively promote, sell, and distribute the Product throughout the Territory. Distributor shall develop and follow a strategic marketing plan to market the Product, subject to Supplier's approval, and shall provide Supplier with regular sales reports, as requested.
3.2. Support Services
Distributor shall provide reasonable customer support services for the Product in the Territory, including handling customer inquiries, warranty claims, and other related matters, as specified in Exhibit C, which is attached hereto and incorporated by reference. Distributor shall promptly refer to Supplier any customer inquiries that cannot be resolved by Distributor.
3.3. Governmental and Legal Compliance
Distributor shall comply with all applicable laws, regulations, and governmental requirements in the Territory concerning the marketing, sale, and distribution of the Product. Distributor shall be solely responsible for obtaining and maintaining any necessary government approvals, certifications, or licenses required to sell and distribute the Product in the Territory.
Supplier shall sell the Product to Distributor at the prices specified in Exhibit D, which is attached hereto and incorporated by reference. Prices are subject to change upon thirty (30) days' prior written notice to Distributor.
Distributor shall pay Supplier for the Product in accordance with the payment terms specified in Exhibit E, which is attached hereto and incorporated by reference. Late payments shall accrue interest at the rate of [X%] per annum or the maximum rate permitted by law, whichever is lower.
Supplier shall deliver the Product to Distributor FOB Supplier's facility, and Distributor shall be responsible for all shipping, handling, and insurance costs associated with the delivery of the Product to the Territory.
This Agreement shall commence on the Effective Date and shall continue for an initial term of [X] years, unless terminated earlier in accordance with the provisions of this Agreement. The Agreement may be renewed for successive [X] year periods, upon the mutual agreement of the parties in writing.
5.2. Termination for Cause
Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within sixty (60) days after receipt of written notice specifying the breach.
5.3. Termination for Convenience
Either party may terminate this Agreement for its convenience upon not less than ninety (90) days' prior written notice to the other party.
Distributor acknowledges that Supplier is the sole and exclusive owner of all intellectual property rights in and to the Product, including but not limited to patents, trademarks, copyrights, and trade secrets. Distributor shall not contest the validity of any such rights or take any action that would adversely affect the rights of Supplier or its licensors in the Product or any intellectual property embodied therein.
6.2. License Grant
Subject to the terms and conditions of this Agreement, Supplier hereby grants Distributor a non-exclusive, non-transferable, royalty-free license to use Supplier's trademarks, trade names, and logos solely in connection with the marketing, sale, and distribution of the Product in the Territory.
Distributor shall not reverse engineer, decompile, or disassemble the Product or create any derivative works therefrom. Distributor shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices on the Product or any materials related thereto.
7.1. Indemnification by Supplier
Supplier shall indemnify, defend, and hold harmless Distributor, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any claim that the Product infringes or otherwise violates any patent, trademark, copyright, or other intellectual property right of any third party.
7.2. Indemnification by Distributor
Distributor shall indemnify, defend, and hold harmless Supplier, its officers, directors, employees, agents, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Distributor's breach of this Agreement or any negligent or wrongful act or omission by Distributor in connection with the marketing, sale, or distribution of the Product.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to conflicts of law principles. The parties agree that any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [County], [State].
9.1. Entire Agreement
This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written, between the parties relating hereto. Any modification or amendment of this Agreement must be in writing and signed by both parties.
9.2. Independent Contractors
The parties are independent contractors with respect to each other, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, agency relationship, or a joint venture between the parties.
Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, by nationally recognized overnight courier service, or by electronic mail to the respective addresses of the parties set forth below or to such other address as a party may designate by notice to the other party:
InnovateTech Solutions, Inc.
Visionary Distribution Partners, LLC
No waiver by any party of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by the waiving party.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument.
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