Fill and Sign the Contract Manufacturer Distributor Form

Contract between Manufacturer and Distributor Regarding Minimum Advertised Price Agreement made on the ____________________ (date) , between _________________ ______________________ (Name of Manufacturer) a corporation organized and existing under the laws of the state of _________________, with its principal office located at ____________________________________________________________________________ ___________________________ (street address, city, county, state, zip code) , referred to herein as Manufacturer , and ______________________________ (Name of Distributor) , a corporation organized and existing under the laws of the state of ___________________, with its principal office located at _____________________________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Distributor . Whereas, Manufacturer manufactures ________________________ (type of product) , hereinafter referred to as Product ; and Whereas, Distributor is in the business of selling Product ; and Whereas, Manufacturer desires that said Product not be advertised for sale at a price below $_______________; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Distributor shall not advertise Product for sale at a price below the amount of $________________. 2. In addition to any other legal remedy, the parties to this Agreement may have the remedy of injunction to prevent or to enforce the discontinuance of any violation of this Agreement. 3. The invalidity of any part of this Agreement shall not be deemed to affect the validity of any other part. If any provision of this agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 4. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 5. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 6. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 7. A ny dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 8. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 9. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 10. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 11. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. ______________________________ ____________________________ (Name of Manufacturer) (Name of Distributor) By: ______________________________ By: _____________________________ _________________________________ ________________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation ___________________________ __________________________ (Signature of Officer) (Signature of Officer)