Legal Territory Description Form

Legal Territory Description Form

This Legal Territory Description Form (the "Agreement") is made effective as of Day: Month: Year: by and between Licensor Name: whose principal place of business is , and Licensee Name: whose principal place of business is .

Recitals

WHEREAS, Licensor is engaged in the development, manufacture and/or distribution of certain products and services identified as Licensor Products as described in Schedule A attached hereto and incorporated herein; and

WHEREAS, Licensee desires to obtain territorial rights to market, promote, and sell Licensor Products within a defined geographic area, and Licensor is willing to grant such rights on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth the territorial boundaries, restrictions, performance requirements and administrative procedures governing the parties' relationship.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Territory" means the geographic area described in Section 3 and in the Territory Description field below.

"Effective Date" means the date set forth above.

2. Grant of Territory

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee the right to market, promote, distribute and sell Licensor Products within the Territory. This grant is: Exclusive Non-exclusive

3. Territory Description and Map

The Territory consists of the geographic boundaries and optional coordinates identified below. Licensee shall have rights only within the Territory as described; any expansion requires a written amendment.

4. Exclusivity; Reserved Rights; Restrictions

Except as expressly provided in this Agreement, Licensor reserves all rights not expressly granted herein. Licensee shall not, without the prior written consent of Licensor, grant sublicenses, appoint sub-distributors, or permit third parties to operate under Licensee's rights within the Territory unless approved in writing by Licensor.

Licensee shall not sell or market Licensor Products outside the Territory, nor shall Licensee actively solicit sales outside the Territory. Passive sales originating from outside the Territory shall be subject to the parties' mutual good faith review.

5. Term; Renewal; Termination

The initial term of this Agreement shall commence on the Effective Date and shall continue for an initial period of months, unless earlier terminated in accordance with this Agreement.

This Agreement may be terminated by either party for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for convenience by either party requires days' prior written notice.

6. Performance Standards; Minimums

Licensee agrees to meet the following minimum performance standards during each twelve (12) month period of the Term: Minimum Annual Purchases: $ . Failure to meet the minimums for two (2) consecutive reporting periods shall constitute grounds for reasonable cure or termination under Section 5.

7. Records; Audit

Licensee shall maintain complete and accurate books and records relating to sales, inventory, marketing activities and compliance with this Agreement for a period of three (3) years following the end of the applicable reporting period. Licensor shall have the right, upon reasonable prior written notice and during regular business hours, to inspect and audit such records to verify compliance with this Agreement.

8. Compliance with Laws; Permits; Licenses

Each party shall comply with all applicable laws, rules and regulations in performing its obligations hereunder. Licensee shall obtain, at its sole cost, all licenses, permits and approvals required to market and sell Licensor Products within the Territory.

9. Confidentiality

Each party shall hold in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential. Confidential information shall not include information that is publicly known or rightfully received from a third party without a duty of confidentiality.

10. Insurance; Indemnification

Licensee shall maintain commercial general liability insurance and product liability insurance in amounts no less than $ per occurrence and shall provide evidence of such insurance upon request.

Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement or its negligent or willful acts or omissions.

11. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOST PROFITS, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.

12. Notices

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

13. Assignment; Subcontracting

Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in connection with a sale of substantially all of its assets or a change of control.

14. Amendments; Waiver; Severability; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any breach shall be effective unless in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

15. Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles.

This Agreement, including any exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

Signatures

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