Business Distribution Agreement

BUSINESS DISTRIBUTION AGREEMENT

This Business Distribution Agreement (the Agreement) is entered into as of Effective Date: by and between Supplier Company Name: (hereinafter "Supplier"), and Distributor Company Name: (hereinafter "Distributor"). Supplier and Distributor are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Supplier manufactures and sells the products described below and desires to engage Distributor to distribute such products within the Territory;

WHEREAS, Distributor has the capability and resources to market and sell the Products and desires to accept appointment as a non-manufacturing distributor on the terms and conditions set forth herein;

WHEREAS, the Parties agree that the Products, Territory, and commercial terms shall be as set forth in this Agreement to define their respective rights and obligations.

DEFINITIONS

"Products" means the goods to be distributed under this Agreement:

"Territory" means the geographic area covered by this Agreement:

SCOPE OF WORK

Distributor shall procure orders for and distribute the Products within the Territory in accordance with the terms of this Agreement. Distributor shall perform all sales, marketing, storage, and customer service activities reasonably necessary to promote the sale of the Products.

ORDERS, DELIVERY AND ACCEPTANCE

Orders shall be submitted by Distributor in writing and are subject to Supplier acceptance in accordance with Supplier's standard order acceptance procedures. Title and risk of loss for Products shall pass as set forth in Supplier's delivery terms:

PAYMENT TERMS

Distributor shall pay Supplier for Products at the prices set forth in Supplier's price list or as otherwise agreed in writing. The primary distribution fee or purchase price shall be:

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. In addition, Supplier may suspend deliveries for any account past due by more than: days.

MINIMUM PURCHASES; REPORTING

Distributor agrees to use commercially reasonable efforts to meet any minimum purchase requirements set forth by Supplier and to provide quarterly sales reports describing units sold, customer feedback, and inventory status. Minimum purchase requirement (if any):

TERM AND TERMINATION

The initial term of this Agreement shall commence on Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either Party may terminate this Agreement for convenience upon written notice to the other Party delivered at least days prior to the intended termination date. Either Party may terminate immediately for material breach if the breaching Party fails to cure such breach within thirty (30) days after receipt of written notice of such breach.

CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information disclosed by the other Party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not include information that is or becomes public through no fault of the receiving Party, that is rightfully received from a third party without restriction, or that is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

The receiving Party shall not disclose, publish, or disseminate Confidential Information except to its employees, agents or contractors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years.

WARRANTIES; DISCLAIMER; INDEMNITY

Supplier warrants that the Products will conform to Supplier's published specifications at the time of shipment. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Distributor shall indemnify and hold Supplier harmless from claims arising from Distributor's marketing, packaging, or modification of Products or Distributor's breach of this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of: without regard to conflict of laws principles. The Parties shall attempt in good faith to resolve disputes promptly by negotiation. If the Parties are unable to resolve a dispute by negotiation within sixty (60) days, either Party may pursue any available remedy in the courts located in the chosen jurisdiction.

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any exhibits or written schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both Parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses of the Parties set forth below or to such other address as a Party may designate by written notice to the other Party.

MISCELLANEOUS

Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions.

Distributor is granted exclusive distribution rights in the Territory for the Products unless otherwise specified in a written schedule.

AUTHORIZED REPRESENTATIVES

The persons signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective Party.

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