Distributor Agreement

DISTRIBUTOR AGREEMENT

This Distributor Agreement ("Agreement") is entered into as of by and between Supplier Name: a organized under the laws of , with a principal place of business at ; and Distributor Name: a organized under the laws of , with a principal place of business at .

RECITALS

WHEREAS, Supplier manufactures and sells the products described in Annex A and has the right to grant distribution rights in respect of such products (the "Products");

WHEREAS, Distributor desires to obtain the right to promote, market, and resell the Products within the Territory and Supplier is willing to appoint Distributor subject to the terms and conditions set forth herein;

WHEREAS, the parties desire to define their respective rights and obligations with respect to the sale and distribution of the Products.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. APPOINTMENT

1.1 Appointment. Supplier appoints Distributor, and Distributor accepts appointment, as non-exclusive distributor of the Products within the Territory set forth in Section 2. Distributor shall have the right to promote, market and resell the Products to End Customers subject to the terms of this Agreement.

2. TERRITORY AND PRODUCTS

2.1 Territory. The "Territory" means the geographic area described as: .

2.2 Products. The "Products" are those items listed and described in Annex A. Supplier may from time to time modify the list of Products upon prior written notice to Distributor; such modification shall not apply retroactively to orders already accepted by Supplier.

3. TERM

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of years (the "Initial Term"), unless earlier terminated in accordance with Section 14. The Agreement shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. PURCHASE ORDERS; FORECASTS; MINIMUMS

4.1 Purchase Orders. All sales of Products by Supplier to Distributor shall be initiated by Distributor's purchase orders and are subject to Supplier's written acceptance. Supplier shall accept or reject a purchase order in writing within days of receipt.

4.2 Forecasts and Minimums. Distributor shall provide rolling forecasts of demand for the Products on a quarterly basis. Distributor agrees to purchase at least during each quarter of the Initial Term, subject to adjustment by mutual written agreement.

5. PRICING AND PAYMENT

5.1 Price. Prices for Products sold to Distributor are the Supplier's list prices in effect on the date of Supplier's acceptance of Distributor's purchase order, subject to any discounts agreed in writing. Supplier may modify prices upon thirty (30) days' prior written notice to Distributor.

5.2 Payment Terms. Distributor shall pay Supplier in accordance with the payment terms: . Payments shall be made in and shall be deemed late if not received by Supplier within the stated credit period. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. DELIVERY; TITLE; RISK OF LOSS

6.1 Delivery. Delivery terms shall be . Supplier shall use commercially reasonable efforts to meet agreed delivery dates but shall not be liable for delays caused by events beyond its reasonable control.

6.2 Title and Risk of Loss. Title to Products and risk of loss shall pass to Distributor in accordance with the agreed delivery terms. Unless otherwise agreed in writing, Distributor shall bear all import duties, taxes, and other governmental charges applicable to importation into the Territory.

7. TRADEMARKS AND INTELLECTUAL PROPERTY

7.1 Ownership. Supplier retains all right, title and interest in and to its trademarks, trade names, patents, copyrights and other intellectual property rights related to the Products ("Supplier IP"). Distributor acquires no ownership rights in Supplier IP by virtue of this Agreement.

7.2 License. Subject to strict compliance with this Agreement, Supplier grants Distributor a limited, non-transferable, non-exclusive license to use Supplier trademarks solely to market and sell the Products in the Territory in accordance with Supplier's trademark usage guidelines. Distributor shall not alter Supplier IP and shall cease use upon termination of this Agreement.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party acknowledges that it will receive non-public, proprietary information of the other party ("Confidential Information"). Confidential Information includes pricing, product specifications, customer lists and business plans but excludes information that is or becomes publicly known through no breach by the receiving party.

8.2 Non-Disclosure. The receiving party shall hold Confidential Information in strict confidence, shall not disclose it to third parties except to employees and advisors having a need to know under written confidentiality obligations, and shall use such information only for performance under this Agreement. Confidentiality obligations survive termination for a period of .

9. COMPLIANCE; EXPORT CONTROLS

9.1 Laws. Each party shall comply with all applicable laws, regulations and rules, including anti-bribery, anti-corruption and competition laws, in connection with its performance under this Agreement.

9.2 Export Controls. Distributor shall not export, re-export or transfer Products in violation of applicable export and customs laws. Distributor shall obtain all required authorizations and shall be solely responsible for compliance with import and export requirements applicable to transactions under this Agreement.

10. WARRANTIES; DISCLAIMER

10.1 Supplier Warranty. Supplier warrants to Distributor that, at the time of delivery, the Products will materially conform to the specifications set forth in Annex A and will be free from material defects in material and workmanship for a period of from delivery. Supplier's sole obligation for breach of this warranty shall be, at Supplier's option, repair or replacement of nonconforming Products or refund of the purchase price for such Products.

10.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. INDEMNIFICATION

11.1 Supplier Indemnity. Supplier shall defend, indemnify and hold Distributor harmless from and against any third party claims, losses, damages and expenses (including reasonable attorneys' fees) arising out of Supplier's breach of Section 7 or Supplier's gross negligence, willful misconduct, or defective Products provided Supplier is given prompt written notice of the claim and sole control of the defense and settlement.

11.2 Distributor Indemnity. Distributor shall defend, indemnify and hold Supplier harmless from and against claims arising from Distributor's negligence, willful misconduct, breach of this Agreement, or distribution activities inconsistent with Supplier's instructions.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES.

12.2 Liability Cap. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY DISTRIBUTOR TO SUPPLIER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) .

13. TERMINATION

13.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured after written notice and a cure period of days.

13.2 Immediate Termination. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed for substantially all of its assets.

14. EFFECTS OF TERMINATION

14.1 Obligations. Upon termination, Distributor shall immediately cease representing itself as an authorized Distributor and shall return or destroy Supplier's Confidential Information and promotional materials as directed. Distributor shall complete all purchase orders already accepted by Supplier prior to the effective date of termination, unless Supplier elects otherwise.

14.2 Surviving Provisions. The provisions of Sections 7 (Trademarks and Intellectual Property), 8 (Confidentiality), 11 (Indemnification), 12 (Limitation of Liability), 14 (Effects of Termination), and Sections 16 through 19 shall survive termination.

15. NOTICES

Supplier Notice Address

Distributor Notice Address

Notices shall be in writing and shall be deemed given when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses set forth above or such other address as a party may designate by written notice.

16. AMENDMENTS; WAIVER

16.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

16.2 Waiver. Failure or delay by either party to exercise any remedy shall not constitute a waiver of that remedy or any other rights under this Agreement unless such waiver is in writing and signed by the waiving party.

17. GOVERNING LAW; DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles.

17.2 Dispute Resolution. The parties shall attempt in good faith to resolve disputes arising under this Agreement through negotiation. If unresolved, disputes shall be resolved by binding arbitration in the specified jurisdiction in accordance with the rules agreed by the parties, and judgment upon the award may be entered in any court having jurisdiction.

18. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

18.1 Entire Agreement. This Agreement, including any Annexes and purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, representations and agreements, whether written or oral.

18.2 Severability. 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 negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent.

18.3 Counterparts. 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. Signatures delivered electronically or by facsimile shall be binding.

ANNEX A — PRODUCTS

Description of Products, part numbers, and specifications. Distributor acknowledges responsibility to review product specifications and to sell Products only to End Customers consistent with Supplier's labeling and instructions.

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