Distributor Agreement Terms and Conditions

Exclusive Distributorship Agreement for Sale of Wearing Apparel

Agreement made on the , between

, a corporation organized and existing under the laws of the state of , with its principal office located at

, a corporation organized and existing under the laws of the state of , with its principal office located at

Whereas, Manufacturer is engaged in the manufacture, production and sale of , hereinafter referred to as Apparel or Products; and

Whereas, Distributor possesses the facilities and ability to distribute and promote the sale of the Products manufactured by Manufacturer; and

Whereas, Distributor desires to obtain from Manufacturer and Manufacturer desires to grant to Distributor, the exclusive right and license to sell and promote the sale of Apparel in referred to in this Agreement as the Territory;

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. Appointment.
Manufacturer appoints Distributor as the exclusive and sole Distributor for the sale of its products at wholesale in the Territory.

2. Exclusive Territory.
During the term of this Agreement, Manufacturer shall not grant to any other person, entity, or organization, the right to sell or market the Products covered by this Agreement in the Territory covered by this Agreement and will not itself or by its employees or agents make any such sales.

3. Payment.
On the execution of this Agreement and its acceptance by Manufacturer, Distributor shall pay to Manufacturer the sum of $.

4. Term.
This Agreement shall be for a term of years from the date shown above subject to the following:

A. Provided that the marketability of Apparel continues, in Manufacturer's opinion, to be sufficient for the financial success of Distributor's business. Should Manufacturer decide that the marketability of the Apparel is no longer sufficient for the financial success of Distributor's business, this Agreement may be terminated by Manufacturer giving Distributor written notice of its election to terminate this Agreement at least prior to the termination of the Agreement. Such termination will be without prejudice to any rights of either to moneys due or to become due under this Agreement.

B. If the Distributor defaults in performing any of the terms, conditions or promises of this Agreement, and continues in default for a period of days after written notice of the default, the Manufacturer shall have the right at the expiration of the day notice of default, to terminate this Agreement upon giving written notice of the termination at the end of said day period.

C. If the Distributor becomes insolvent, or enters into a composition with its creditors, or if a receiver is appointed for it, or if Distributor is adjudicated a bankrupt, then the Manufacturer shall have the right to terminate this Agreement upon giving notice to Distributor at least days before the time when such termination is to take effect, and at the expiration of the said days, this Agreement shall become null and void, but without prejudice to the right of either party to moneys due or to become due under this Agreement.

5. Purchase Price and Payment.

A. Manufacturer shall have the right to establish a minimum wholesale purchase price of its Apparel products. Manufacturer's minimum purchase price under each order will be the price effective at the time of acceptance of that order. The price list in effect from the date of this Agreement until further notice is set forth in Exhibit A attached to this Agreement. A day written notice shall be given Distributor in the event of a change of purchase price.

B. Distributor shall pay Manufacturer for all deliveries within days from date of delivery.

6. Minimum Purchase Requirements.
Distributor agrees to purchase no fewer than (specify quantity and describe units of purchase) in any calendar year, commencing on

7. Orders and Deliveries.
Orders shall be placed with Manufacturer at the address set forth above and Manufacturer shall supply Distributor with the products covered by this Agreement in the regular course of its business within days of its receipt of any order. Manufacturer shall deliver its products by any method of transportation that Manufacturer may select, to Distributor at the address set forth above or at such other address designated in writing by Distributor.

8. Purchase of Products.
Distributor shall maintain an inventory of Manufacturer's Products at all times adequate to satisfy the demand of Distributor's customers for such Products.

9. Title and Risk of Loss.
Title to all Products sold under this Agreement, and risk of loss, shall pass to Distributor at the time of delivery to Distributor.

10. Selling effort.
Distributor shall use its best efforts to market and sell at wholesale the Products covered by this Agreement in the Territory specified.

11. Obligations on Termination.
Upon the termination of this Agreement for any reason, Manufacturer shall have the option to repurchase the Products then in possession of Distributor, and available for sale, at prices originally billed to Distributor plus actual freight on the shipment of the Products to Distributor, and with deductions from moneys due or to become due to Manufacturer under this Agreement. As to any of Manufacturer's products not repurchased by it within days of such termination, Distributor shall have the right to dispose of such Products in the regular course of its business.

12. Notices
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.

13. Independent Contractor.
Distributor is in a business independent from that of Manufacturer, and is to be regarded as an independent contractor. Neither party is in any sense to be regarded as the principal or agent, or employer or employee, of the other.

14. No Waiver
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.

15. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

16. Attorney’s Fees
In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

17. Mandatory Arbitration
Any 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.

18. Entire Agreement
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.

19. Modification of Agreement
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.

20. Assignment of Rights
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.

21. Counterparts
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.