Free Legal Contract Distribution Agreement Template
LEGAL CONTRACT DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") is entered into on [Month Day, Year] (the "Effective Date") by and between [Your Company Name], hereinafter referred to as the "Company," and [Second Party Name], hereinafter referred to as the "Distributor" (each a "Party" and collectively, the "Parties").
I. APPOINTMENT
A. Exclusive Agent
The Company hereby appoints the Distributor as its exclusive agent for the sale, marketing, and distribution of the Company’s products within the [State/Country Name] (the “Territory”). This exclusivity means that no other agent or distributor can sell the Company’s products within the Territory during the term of this Agreement.
B. Acceptance
The Distributor accepts this appointment and agrees to exert its best efforts to promote the sale and distribution of the Company’s products within the Territory. This includes developing a marketing strategy, identifying potential customers, and actively promoting the products.
II. DISTRIBUTOR’S OBLIGATIONS
A. Promotion
The Distributor agrees to use its best efforts to promote, sell, and distribute the Products within the Territory. This includes advertising the products, attending trade shows, and conducting other marketing activities.
B. Sales Staff
The Distributor agrees to maintain an efficient and competent sales staff for the marketing and support of the Products. The Distributor will ensure that the sales staff is adequately trained and familiar with the Products and their features.
C. Compliance
The Distributor agrees to comply with all laws, regulations, and standards applicable in the Territory, including those related to the marketing and sale of the Products.
III. TERMS OF PAYMENT
A. Purchase Price
The Distributor shall purchase the Products from the Company at the prices listed in the Pricing Schedule attached to this Agreement. The current price per unit is $100.
B. Payment Terms
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Payment for the Products shall be due within 30 days from the date of the Company’s invoice.
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In the event of late payment, the Company may charge interest on the overdue amount at an annual rate of 5%.
C. Price Modification
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The Company reserves the right to modify the Pricing Schedule upon providing a 30-day written notice to the Distributor.
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The Distributor agrees to pay the modified prices for all orders placed after the effective date of the price modification.
IV. INTELLECTUAL PROPERTY
A. Rights Retention
The Distributor acknowledges and agrees that the Company retains all rights, title, and interest in its intellectual property, including but not limited to trademarks, trade names, patents, and copyrights associated with the Products.
B. Usage
The Distributor is granted a limited, non-exclusive, non-transferable right to use the Company’s trademarks and trade names solely for the purposes of marketing and selling the Products under this Agreement. Any other use of the Company’s intellectual property is strictly prohibited.
V. TERM AND TERMINATION
A. Term
This Agreement will commence on the Effective Date and will continue in force for a term of [3] years, unless earlier terminated in accordance with the provisions of this Agreement.
B. Termination
Either Party may terminate this Agreement upon providing a written notice of 60 days to the other Party. The notice must specify the effective date of termination.
VI. INDEMNITIES AND WARRANTIES
A. Indemnification
Each Party agrees to indemnify, defend, and hold harmless the other Party from and against all claims, losses, damages, liabilities, and costs arising out of or in connection with any breach of this Agreement by the indemnifying Party.
B. Warranties
The Company makes no warranties, either express or implied, with respect to the Products, except as expressly provided in this Agreement. The Distributor acknowledges that it has not relied on any representation or warranty not set forth in this Agreement.
VII. CONFIDENTIALITY
Each Party agrees to keep confidential all non-public information received from the other Party that is marked or otherwise identified as “confidential” or that, by its nature, should reasonably be understood to be confidential.
VIII. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[Signature]
[Authorized Representative Name]
[Your Company Name]
Company
Date: [Month Day, Year]
[Signature]
[Second Party Name]
Distributor
Date: [Month Day, Year]
