Fill and Sign the Authorized Distributor Agreement Form

- 1 - DISTRIBUTORSHIP AGREEMENT THIS AGREEMENT is entered into, by and between ___________________________, hereinafter referred to as "Company"), and ___________________________ (hereinafter referred to as "Distributor"). In consideration of the mutual covenants undertaken herein and for other good and valuable considerations the receipt and sufficiency of which is hereby acknowledged, Company and Distributor as follows: 1. APPOINTMENT: Company hereby appoints Distributor as it's [non-exclusive or non-exclusive] Distributor in the Territory provided below to market the products of Company described as: ___________________________ 2. TERRITORY: Distributor is appointed for the following area: ___________________________ 3. TERM: Unless terminated in accordance herewith, this Agreement shall remain in force for a period of one year. 4. RENEWAL: Distributor shall have the right to renew this Agreement for a period of _____ years but such renewal must be exercised 30 days prior to the expiration of this agreement. Failure to renew, prior to expiration of the current Agreement, shall terminate this agreement. 5. INDEPENDENT CONTRACTOR: The relationship of the parties under this Agreement shall be and at all times remain one of independent contractors, and Distributor is neither an employee nor an agent of Company. Distributor shall have no authority to bind the Company to any agreement and shall not represent that he is an employee of Company. - 2 - 6. ORDERS: Distributor shall order from the Company products sold or to be sold, which products shall be delivered to a destination designated by Distributor. All products sold shall be according to Company's terms and conditions, which terms and conditions shall not be altered by Distributor. 7. PRICES: Distributor shall pay for Products purchased pursuant to this Agreement those prices established by Company from time to time. Reasonable notice of any change in such prices shall be given to Distributor. 8. PAYMENTS: Distributor shall make payments under this Agreement by certified irrevocable letter of credit guaranteed by a U.S. bank, or upon such other terms as may be determined by mutual agreement. All Payments shall be made in U.S. Dollars, except as otherwise agreed. 9. DUTIES OF DISTRIBUTOR: The Distributor shall: (a) Use his best efforts to promote and expand the sale of Products within the Territory; (b) Maintain an adequate business location, together with an adequate storage facility for the Products; (c) Advertising the Products but no advertising and promotional materials shall be used by Distributor, however, prior to Distributor's receipt of Company's prior written approval of such materials; (d) Comply with all applicable laws and regulations in the Territory; (e) Provide Company with such reports of activities in furtherance of Company's business in the Territory as Company may reasonably request. 10. SALES OUTSIDE TERRITORY: Distributor [is/is not] prohibited from selling in any other territories. - 3 - 11. NUMBER OF DISTRIBUTORS: The maximum allowable number of distributorship in the Territory shall be: _____. 12. PROMOTIONAL MATERIAL: Company shall furnish Distributor with standard promotional material for the products. 13. CONFIDENTIAL: Distributor shall treat as confidential and appropriately safeguard both during the life of this Agreement and thereafter until such time as the information properly comes into the public domain technical information identified as confidential and all information pertaining to Company or any part of Company's pricing, business or assets which are received at any time from Company for the purpose of the Agreement. 14. TERMINATION: Either party may terminate this Agreement by written notice effective immediately if the other party makes any extraordinary arrangement with its creditors generally, commits an act of bankruptcy, goes into liquidation or winding-up, has execution or distress levied upon any of its assets, or becomes unable to pay its debts, including its debts to the other party, as they fall due. Such party shall promptly and fully inform the other party of the imminence or occurrence of any event described in paragraph (b) of this Article of the Agreement. Upon termination of this Agreement in any manner, the following provisions shall take effect: (i) All rights granted to Distributor under or pursuant to this Agreement shall cease, and where appropriate, revert to their owner; (ii) The provisions of this Agreement which are expressed to survive this Agreement or to apply notwithstanding termination hereof shall be observed by Distributor; All products sold and orders shall be completed. 15. EXPENSES: All expenses incurred by Distributor shall be paid by him. 16. GOVERNING LAW: The construction, interpretation and performance of this - 4 - Agreement and all transactions under it shall be governed by the laws of the State of _________________. 17. ENTIRE AGREEMENT: This Agreement covers all contracts and agreements relating to the Territory between the parties relating to the subject matter hereof. All other contracts between the parties which relate to the subject matter of this Agreement are hereby terminated. In order to be binding upon Company or Distributor, any amendment, modification, supplementation, extension, renewal, ratification, rescission, discharge, abandonment, or waiver of this Agreement, or any of the provisions hereof must be in writing signed by the party to be bound. 18. NO WAIVER: No waiver of breach of any of the provisions of this Agreement shall be construed to be a waiver of any succeeding breach of the same or any other provision. 19. All notices shall be sent to Company at the following address: _______________________________________________________________________. All notices shall be sent to Distributor at: _______________________________________________________________________. 20. This agreement may not be assigned by Distributor and is personal to him and shall not survive his death. DATED this the ____ day of _________________, 20____. Signed: ____________________________ Signed: _____________________________ COMPANY DISTRIBUTOR By: ______________________________ By: ______________________________ Title: ______________________________ Title: ______________________________