Legal Distribution Document

LEGAL DISTRIBUTION DOCUMENT

This Distribution Agreement ("Agreement") is made as of Effective Date: by and between Supplier Name: with principal place of business at Address: (hereinafter "Supplier") and Distributor Name: with principal place of business at Address: (hereinafter "Distributor").

RECITALS

WHEREAS, Supplier manufactures or supplies certain products described as: (the "Products"); and

WHEREAS, Distributor desires to obtain the right to market, promote and sell the Products in the Territory: , and Supplier is willing to appoint Distributor subject to the terms and conditions set forth in this Agreement; and

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

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

1. APPOINTMENT

1.1 Appointment. Supplier hereby appoints Distributor as a non-exclusive/exclusive (select one) distributor to promote, market and sell the Products within the Territory on the terms set forth in this Agreement, and Distributor accepts such appointment. Distributor shall purchase Products only pursuant to orders accepted by Supplier in accordance with Section 3.

2. TERM; RENEWAL

2.1 Term. The initial Term of this Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated in accordance with this Agreement.

2.2 Renewal. This Agreement shall automatically renew for successive periods of year(s) each, unless either party delivers written notice of non-renewal to the other party at least days prior to the expiration of the then-current Term.

3. FORECASTS, ORDERS AND SUPPLY

3.1 Forecasts. Distributor shall provide non-binding forecasts of anticipated orders for each quarter and shall update forecasts in writing at least days prior to the start of each quarter.

3.2 Orders and Acceptance. Orders placed by Distributor are subject to acceptance by Supplier in writing. Supplier may reject any order in whole or in part due to lack of availability, credit, compliance or other reasonable cause.

4. PRICE; PAYMENT; TAXES

4.1 Price. Prices for the Products shall be as set forth in Supplier's price list in effect at the time of Supplier's acceptance of Distributor's order, subject to adjustment on days' notice to Distributor.

4.2 Payment Terms. Distributor shall pay all invoices within days from the invoice date. Late payments shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Taxes. All prices are exclusive of taxes, duties, levies or similar charges, which shall be paid by Distributor, except for taxes based on Supplier's net income.

5. DELIVERY; TITLE; RISK OF LOSS

5.1 Delivery Terms. Unless otherwise agreed, delivery shall be Ex Works Supplier's facility. Risk of loss and title shall pass to Distributor upon delivery to the carrier at Supplier's facility. Shipping, insurance and related charges are Distributor's responsibility unless otherwise agreed in writing.

6. MARKETING AND PERFORMANCE

6.1 Marketing. Distributor shall use commercially reasonable efforts to promote and sell the Products in the Territory, maintain an adequate sales force, and comply with Supplier's brand guidelines communicated in writing from time to time.

6.2 Minimum Purchase. Distributor shall use reasonable efforts to meet any mutually agreed minimum purchase commitments set forth in Appendix A or as otherwise agreed in writing between the parties.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Supplier retains all right, title and interest in and to the Products and all associated intellectual property, including trademarks, trade names, patents and copyrights. Distributor's right to use Supplier's trademarks is limited to promotional activities expressly authorized in writing by Supplier and solely in connection with Distributor's distribution of the Products under this Agreement.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party shall keep confidential and not disclose the other party's Confidential Information except as necessary to perform under this Agreement. Confidential Information includes technical, commercial and pricing information, specifications, and business plans. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

9. WARRANTIES; DISCLAIMER

9.1 Supplier Warranty. Supplier warrants that at the time of delivery Products shall conform to Supplier's specifications then in effect. Supplier's sole obligation for breach of the foregoing warranty shall be, at Supplier's option, repair or replacement of nonconforming Products or refund of the purchase price for such Products.

9.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE PRODUCTS ARE PROVIDED "AS IS" AND SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Indemnity by Supplier. Supplier shall defend, indemnify and hold Distributor harmless from and against any third party claim arising out of Supplier's breach of intellectual property rights in the Products, provided Distributor gives prompt written notice and cooperates in the defense.

10.2 Indemnity by Distributor. Distributor shall defend, indemnify and hold Supplier harmless from and against any third party claim arising from Distributor's negligence, willful misconduct, breach of this Agreement or violation of law in performing its obligations hereunder.

11. LIMITATION OF LIABILITY

Except for liability arising from fraud, willful misconduct or indemnity obligations under Section 10, in no event shall either party be liable for indirect, special, incidental or consequential damages, and the aggregate liability of each party arising out of or related to this Agreement shall not exceed the amounts actually paid by Distributor to Supplier under this Agreement in the preceding twelve (12) months.

12. COMPLIANCE; EXPORT CONTROLS

Each party shall comply with all applicable laws, regulations and orders, including export control and sanctions laws. Distributor shall not export, re-export or transfer Products to embargoed destinations or sanctioned parties.

13. INSURANCE

Distributor shall maintain commercial general liability insurance and product liability insurance with limits customary for distributors in the industry and shall provide certificates of insurance to Supplier upon request.

14. TERMINATION

14.1 For Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice specifying the breach.

14.2 Insolvency. Either party may terminate immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings.

15. EFFECTS OF TERMINATION

Upon termination Distributor shall immediately cease using Supplier's Confidential Information and trademarks and shall return or destroy Supplier's materials. Distributor shall pay all outstanding amounts for Products delivered prior to the effective date of termination. Surviving obligations shall include confidentiality, indemnification, payment and sections which by their nature survive termination.

16. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a sale of substantially all of its assets or a merger provided the assignee assumes all obligations hereunder.

17. NOTICES

Notices shall be in writing and deemed given when delivered by hand, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses specified above or such other address as a party designates by written notice.

18. AMENDMENTS; WAIVER

18.1 Amendments. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

18.2 Waiver. No waiver of any breach or right shall be effective unless in writing and signed by the waiving party. Failure to enforce any right shall not constitute a waiver of future enforcement.

19. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remainder of the Agreement shall remain in full force and effect.

20. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: , without giving effect to conflict of law principles that would result in the application of the laws of another jurisdiction.

21. ENTIRE AGREEMENT

This Agreement, together with any written appendices and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, understandings and communications, whether written or oral.

22. 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 transmitted by electronic means shall be deemed originals for all purposes.

APPENDICES; SPECIAL TERMS

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