Legal Distribution Agreement

LEGAL DISTRIBUTION AGREEMENT

This Distribution Agreement (the "Agreement") is made and entered into as of by and between Supplier: , with principal place of business at , and Distributor: , with principal place of business at .

RECITALS

WHEREAS, Supplier develops, manufactures or sources the products described in this Agreement and owns or controls the intellectual property and trademarks associated with those products;

WHEREAS, Distributor is engaged in the marketing, sale and distribution of similar products and has represented that it has the capability, personnel and facilities to promote and sell the Products in the Territory; and

WHEREAS, the parties desire that Supplier appoint Distributor to distribute the Products on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. APPOINTMENT; SCOPE

1.1 Appointment. Subject to the terms and conditions of this Agreement, Supplier hereby appoints Distributor to act as a distributor of the products described in Section 2 (the "Products") within the territory set forth in Section 3 (the "Territory"). Distributor accepts such appointment and agrees to use commercially reasonable efforts to market, promote and sell the Products in the Territory.

1.2 Nature of Appointment. The parties select the applicable box for the nature of the distribution relationship (select only one):

Exclusive Non-exclusive

2. PRODUCTS

3. TERRITORY

The Territory in which Distributor is authorized to market and sell the Products shall be:

4. TERM; TERMINATION

4.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for years, unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4.3 Termination for Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, commences or has commenced against it a proceeding under bankruptcy or insolvency laws that is not dismissed within sixty (60) days.

5. ORDERS, PRICING AND PAYMENT

5.1 Orders. Distributor shall submit purchase orders in writing specifying quantities, delivery dates and shipping instructions. All purchase orders are subject to Supplier's acceptance in writing or by shipment.

5.2 Prices. Prices for Products shall be as set forth in Supplier's price list in effect on the date of Supplier's acceptance of the order, subject to adjustment upon thirty (30) days' prior written notice to Distributor. Unless otherwise agreed, prices are exclusive of all taxes, duties, freight and insurance.

6. DELIVERY; TITLE; RISK OF LOSS

6.1 Delivery. Unless otherwise agreed in writing, delivery terms shall be Ex Works (Supplier's facility). Distributor shall be responsible for freight and insurance from Supplier's facility.

6.2 Title and Risk. Title and risk of loss shall pass to Distributor upon Supplier's delivery of the Products to the carrier at Supplier's facility, except as otherwise expressly provided in a written agreement between the parties.

7. MARKETING, REPORTS AND MINIMUMS

7.1 Marketing. Distributor shall promote the sale of Products using commercially reasonable efforts and shall comply with Supplier's brand and marketing guidelines.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Supplier retains all right, title and interest in and to its trademarks, trade names, patents, copyrights, trade secrets and other intellectual property (collectively, "Supplier IP"). Distributor acquires no right, title or interest in Supplier IP except as expressly set forth in this Agreement.

8.2 Limited License. Supplier grants Distributor a limited, non-exclusive (unless exclusive appointment is selected), non-transferable license to use Supplier trademarks solely in connection with the promotion and sale of Products in the Territory in accordance with Supplier's brand guidelines.

9. CONFIDENTIALITY

9.1 Definition. "Confidential Information" means non-public technical, financial, marketing and business information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential.

9.2 Obligations. Each party shall keep confidential and shall not disclose Confidential Information of the other party except to its employees, agents or contractors who have a need to know and who are subject to obligations of confidentiality at least as protective as those in this Agreement. Confidential Information shall not include information that is publicly known through no breach by the receiving party or independently developed.

10. WARRANTIES; DISCLAIMER

Supplier warrants that at the time of delivery the Products shall substantially conform to Supplier's published specifications. Supplier's sole obligation and Distributor's exclusive remedy for breach of this warranty shall be, at Supplier's option, repair or replacement of non-conforming Products or credit for such Products. EXCEPT FOR THE FOREGOING, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party (the "Indemnified Party") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct; provided that the Indemnified Party gives prompt written notice of any claim and cooperates in the defense and settlement thereof.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY DISTRIBUTOR TO SUPPLIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

13. AUDIT AND RECORDS

Distributor shall maintain complete and accurate books and records relating to sales of the Products for a period of three (3) years following the end of the period to which they relate. Supplier shall have the right, upon reasonable prior notice and during normal business hours, to audit such records to verify Distributor's compliance with its obligations hereunder; such audits shall be conducted no more frequently than once per year unless a material breach is suspected.

14. COMPLIANCE WITH LAWS

Each party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including export control, anti-corruption and anti-bribery laws. Distributor shall not sell or resell Products to any sanctioned person or jurisdiction.

15. TERMINATION EFFECTS

Upon termination or expiration of this Agreement, Distributor shall immediately cease representing itself as an authorized distributor of Supplier and shall, at Supplier's election, return or destroy Supplier's confidential materials and unsold inventory in accordance with Supplier's reasonable instructions. Termination shall not relieve either party of obligations accrued prior to termination or any liability arising from acts or omissions prior to termination.

16. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, registered or certified mail (return receipt requested) or by confirmed electronic transmission to the addresses set forth below or to such other address as either party may designate by notice to the other.

17. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other right or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

18. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflicts of law principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the agreed jurisdiction, unless the parties mutually agree in writing to submit the dispute to a court of competent jurisdiction.

19. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all schedules, exhibits and appendices hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

20. MISCELLANEOUS

20.1 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a sale of substantially all its assets.

20.2 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, franchise or agency relationship between the parties.

ADDITIONAL TERMS

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