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MASTER DISTRIBUTOR AGREEMENT

This Master Distributor Agreement (the "Agreement") is entered into effective as of [Date] (the "Effective Date") by and between [Manufacturer Name], a [State] corporation, with its principal place of business at [Manufacturer Address] (the "Manufacturer"), and [Master Distributor Name], a [State] corporation, with its principal place of business at [Master Distributor Address] (the "Master Distributor").

1. APPOINTMENT AND RIGHTS

1.1. Appointment

Manufacturer hereby appoints Master Distributor, and Master Distributor accepts such appointment, as Manufacturer's exclusive master distributor of the products listed in Exhibit A attached hereto (the "Products") within the designated territory specified in Exhibit B attached hereto (the "Territory").

1.2. Rights

Manufacturer grants Master Distributor the exclusive right to market, sell, and distribute the Products within the Territory during the term of this Agreement, subject to the terms and conditions set forth herein.

2. DISTRIBUTION AND PRICING

2.1. Distribution Channels

Master Distributor may market, sell, and distribute the Products to end users, sub-distributors, and resellers (collectively "Customers") within the Territory, and sublicense its distribution rights to its designated sub-distributors and resellers.

2.2. Pricing

Manufacturer shall provide Master Distributor with written notice of the Manufacturer's suggested retail prices for the Products (the "MSRP") and the wholesale prices for the Products payable by Master Distributor (the "Wholesale Prices"). Master Distributor is not obligated to adhere to the MSRP but shall not sell the Products below the Wholesale Prices without the Manufacturer's prior written consent.

3. RESPONSIBILITIES OF PARTIES

3.1. Manufacturer's Responsibilities

Manufacturer shall: (i) supply Master Distributor with the Products in a timely manner; (ii) provide Master Distributor with any necessary product information, training, and marketing materials; (iii) provide technical support to Master Distributor as reasonably requested; (iv) promptly inform Master Distributor of any significant changes to the Products, such as upgrades, updates, discontinuations, and recalls; and (v) retain all Intellectual Property Rights (as defined below) in and to the Products.

3.2. Master Distributor's Responsibilities

Master Distributor shall: (i) actively promote the sale and distribution of the Products; (ii) maintain an adequate stock of the Products to fulfill orders from Customers; (iii) keep accurate records of all sales and distribution activities; (iv) provide reasonable credit terms to Customers; (v) ensure all sub-distributors and resellers comply with the terms of this Agreement; and (vi) comply with all laws and regulations governing the sale and distribution of the Products in the Territory.

4. INTELLECTUAL PROPERTY

4.1. Ownership

Manufacturer and its licensors own and shall continue to own all right, title, and interest in and to the Products, including all patents, copyrights, trade secrets, trademarks, service marks, and other proprietary rights related thereto (the "Intellectual Property Rights"), and nothing in this Agreement shall be construed as granting to Master Distributor any ownership interest in the Intellectual Property Rights, except the limited rights specified hereunder.

4.2. License

Subject to the terms and conditions of this Agreement, Manufacturer grants Master Distributor a non-exclusive, non-transferable, royalty-free license to use the Manufacturer's Intellectual Property Rights solely in connection with the marketing, sale, and distribution of the Products during the term of this Agreement.

5. CONFIDENTIALITY

Both parties acknowledge that they may have access to certain confidential information belonging to the other party during the term of this Agreement (the "Confidential Information"). Each party agrees to preserve and protect the confidentiality of the other party's Confidential Information and not to use or disclose such Confidential Information except as necessary to fulfill its obligations under this Agreement.

6. TERM AND TERMINATION

6.1. Term

This Agreement shall commence on the Effective Date and continue for an initial term of [Number] years (the "Initial Term"), and shall automatically renew for successive [Number] year terms (each, a "Renewal Term") unless either party gives written notice of its intention not to renew at least [Number] days prior to the expiration of the then-current term.

6.2. Termination for Cause

Either party may terminate this Agreement upon written notice to the other party if the other party: (i) materially breaches any term or condition of this Agreement and fails to cure such breach within [Number] days of receipt of written notice thereof; or (ii) becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, or is adjudicated as bankrupt or insolvent.

7. MISCELLANEOUS

7.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [Governing State], without regard to its conflicts of law principles.

7.2. Amendments

No amendment or modification of this Agreement shall be valid or binding upon the parties unless made in writing and signed by the authorized representatives of both parties.

7.3. Entire Agreement

This Agreement, including any exhibits attached hereto, constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between the parties.

IN WITNESS WHEREOF, the parties have executed and delivered this Master Distributor Agreement by their duly authorized representatives as of the date first written above.

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[Manufacturer Name]                        [Master Distributor Name]