Business Distribution Checklist

BUSINESS DISTRIBUTION CHECKLIST

Supplier Name:     Distributor Name:

Effective Date:

WHEREAS

WHEREAS, Supplier manufactures or sources the products described as: (the "Products"), and has authority to grant distribution rights for such Products;

WHEREAS, Distributor desires to distribute the Products within the territory described as: under the terms set forth in this Checklist and the accompanying distribution agreement(s);

WHEREAS, the parties intend to memorialize operational, logistical, financial and compliance items necessary to implement distribution of the Products in a timely and auditable manner.

SCOPE OF WORK

DISTRIBUTION CHECKLIST

Complete each item below. Check boxes indicate compliance or completion; provide required details where requested.

Product catalog provided
If yes, catalog version/date:

Packaging and labeling specifications approved
Packaging notes:

Pricing schedule delivered and accepted
Base price or MSRP (per unit):

Minimum order quantities (MOQs) established
MOQ details:

Lead times confirmed
Typical lead time:

Inventory management method agreed
Inventory system / EDI / reporting cadence:

Returns and warranty policy confirmed
Returns terms summary:

Regulatory and compliance documentation provided
List of certifications or compliance items:

Sales and POS training materials supplied
Training delivery method:

PAYMENT TERMS

Contracted Payment Amount (if applicable):

Late Fee:     Invoice Frequency:

All payments are due in the currency specified by Supplier. Distributor is responsible for any taxes, duties or withholding unless otherwise agreed in writing. Supplier shall render invoices containing reasonable detail and Distributor shall pay undisputed amounts in accordance with the schedule above.

TERM AND TERMINATION

Term Start Date:     Term End Date:

Termination Notice Period:

Either party may terminate for material breach if the breach remains uncured after the notice period above. Termination shall be without prejudice to any accrued rights or obligations. Upon termination, Distributor shall cease use of Supplier trademarks in accordance with post-termination brand return obligations and shall remit outstanding payments owed for accepted shipments.

CONFIDENTIALITY

Each party will maintain in confidence all proprietary and non-public information disclosed in connection with distribution activities ("Confidential Information"). Confidential Information excludes information that is or becomes generally known through no breach by the receiving party, is lawfully received from a third party without restriction, or is independently developed. Recipient shall not disclose Confidential Information to third parties except to employees or agents who have a need to know and are bound to confidentiality obligations no less protective than those contained herein.

Confidentiality Duration (survival):

GOVERNING LAW

This Checklist and any distribution agreement arising from it shall be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. Courts located within that jurisdiction shall have exclusive venue for disputes unless otherwise agreed in writing.

ENTIRE AGREEMENT

This Checklist, together with any executed distribution agreement, statements of work, schedules and accepted purchase orders, constitutes the entire agreement between the parties with respect to distribution of the Products and supersedes all prior agreements, proposals and representations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

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