Business Distribution Services

Business Distribution Services Agreement

This Business Distribution Services Agreement (the Agreement) is entered into as of (Effective Date), by and between:

WHEREAS

WHEREAS, Company manufactures or controls the distribution rights to certain products described herein and desires to engage Distributor to provide distribution services for such products on the terms and conditions set forth in this Agreement;

WHEREAS, Distributor has represented that it has the capability, experience and channels to market, sell and distribute the Products within the territory specified below and is willing to perform distribution services in accordance with this Agreement;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the distribution, payment, confidentiality and termination matters described below.

1. Scope of Work

Distributor shall perform distribution services for the products (Products) defined and limited as follows. Distributor's obligations shall include, at a minimum, marketing, order fulfillment, inventory management, sales reporting, and customer support in accordance with reasonable commercial standards.

Distribution exclusivity: Exclusive Non-exclusive

2. Payment Terms

Company shall pay Distributor for distribution services as follows. All amounts are stated in U.S. dollars unless otherwise specified.

Deposit or advance payment (if any):   Due within days of Effective Date.

Late payment: amounts not paid within days of invoice shall accrue interest at per month, and a late fee of may be charged.

3. Term and Termination

This Agreement shall commence on and continue until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement without cause upon days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within days following written notice of the breach.

Upon termination, Distributor shall cease representing itself as an authorized distributor of Company, shall return or certify destruction of Confidential Information, and shall reconcile and remit any amounts due within thirty (30) days.

4. Confidentiality

Each party (Recipient) acknowledges that it may receive Confidential Information from the other party (Discloser). Recipient shall hold such information in strict confidence, shall not disclose it to third parties except as permitted herein, and shall use it solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of Recipient or is rightfully received from a third party without restriction.

Confidentiality term: from the date of disclosure, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

5. Intellectual Property

Company retains all right, title and interest in and to its trademarks, trade names, patents, copyrights, designs and other intellectual property (Company IP). Distributor is granted a limited, non-exclusive (unless exclusive box checked above), non-transferable license to use Company IP solely to market and distribute the Products during the Term and solely in accordance with Company's brand guidelines.

6. Indemnification; Limitation of Liability

Distributor shall indemnify, defend and hold harmless Company and its officers, directors and employees from and against any third-party claims arising from Distributor's negligent acts, willful misconduct, breach of this Agreement, or failure to comply with applicable law in performing distribution services. Company shall indemnify Distributor for claims arising from Company's defective products or Company's breach of representations.

Except for liability for gross negligence, willful misconduct or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, punitive or special damages, and aggregate liability for direct damages shall be limited to the amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

7. Compliance with Law and Warranties

Each party shall comply with all applicable laws, rules and regulations in performing its obligations. Distributor warrants that it shall not make false or misleading claims about the Products and shall follow Company-provided marketing and labeling requirements. EXCEPT AS EXPRESSLY PROVIDED, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Notices

All notices required or permitted hereunder shall be in writing and shall be delivered to the addresses listed below by certified mail, overnight courier, or email with confirmation where agreed.

9. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be submitted to the courts located in the selected state.

10. Entire Agreement; Amendments

This Agreement, including any schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall endeavor in good faith to replace the invalid provision with a valid provision that achieves the intended economic effect.

11. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to have the same force and effect as original signatures.

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