Wholesale Distribution Supply Agreement

WHOLESALE DISTRIBUTION SUPPLY AGREEMENT

This Wholesale Distribution Supply Agreement (the "Agreement") is made and entered into as of by and between:

Supplier Name:    Supplier Address:

Distributor Name:    Distributor Address:

RECITALS

WHEREAS, Supplier manufactures or otherwise provides the products described in this Agreement and has authority to sell such products in wholesale quantities; and

WHEREAS, Distributor purchases products from Supplier for resale to retailers, resellers or end customers within the Territory described below and has requested from Supplier the right to purchase and distribute such products; and

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

1. SCOPE OF WORK

Territory:    Exclusive Rights: Distributor granted exclusive distribution rights in the Territory

2. ORDER PROCEDURE AND DELIVERY

Orders shall be placed in writing or electronic purchase orders specifying product codes, quantities, requested delivery dates and shipment instructions. Supplier shall acknowledge each order in writing within five (5) business days and may accept or reject orders in its reasonable discretion.

Delivery Terms: Title and risk of loss shall pass to Distributor upon delivery to the carrier at Supplier's shipping point (FOB Supplier), unless the parties agree otherwise in writing. Shipment dates are estimates; Supplier will use commercially reasonable efforts to meet requested dates.

3. PRICING AND PAYMENT TERMS

Distributor shall be responsible for all taxes, duties, freight and insurance unless otherwise specified. Supplier may suspend shipments for amounts past due and shall retain a lien on goods until paid in full.

4. TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Upon termination, Distributor shall pay all outstanding amounts for accepted goods and shall return or destroy Confidential Information in accordance with Section 7. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

5. INSPECTION, ACCEPTANCE AND RETURNS

Distributor shall inspect goods upon receipt and shall notify Supplier in writing of any nonconformity or defect within ten (10) business days. Failure to provide timely notice shall constitute acceptance. Supplier's sole obligation for nonconforming goods shall be, at Supplier's option, to replace or credit such goods; Supplier shall not be liable for consequential damages.

6. WARRANTIES AND LIMITATIONS

Supplier warrants that products will conform to the specifications set forth in the scope of work and, for a period of ninety (90) days from delivery, will be free from material defects in materials and workmanship. EXCEPT FOR THE FOREGOING, SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND SUPPLIER'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY DISTRIBUTOR UNDER THE AFFECTED ORDER.

7. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party"), including but not limited to pricing, customer lists, forecasts, technical data and business plans ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was rightfully known to the Receiving Party prior to disclosure; or (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information only for performance under this Agreement and shall protect it using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Obligation of confidentiality shall survive termination for a period of three (3) years, except for trade secrets, which shall survive for so long as they remain trade secrets.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence or willful misconduct. The indemnified party shall give prompt written notice of any claim and shall cooperate in the defense. The indemnifying party shall not settle any claim that would impose obligations on the indemnified party without the indemnified party's prior written consent.

9. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform to the extent caused by acts of God, fire, flood, war, terrorism, strikes, pandemics, governmental actions or other events beyond the reasonable control of the affected party. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

10. NOTICES

Notices shall be in writing and delivered by certified mail, courier, or hand delivery, and shall be deemed given on the date of receipt.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

12. ENTIRE AGREEMENT

This Agreement, including any exhibits and purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

13. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets.

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