Sales Agreement for Promotional Item Distribution at Event
Sales Agreement for Promotional Item Distribution at Event
THIS SALES AGREEMENT (this "Agreement") is entered into as of the [1st day of July, 2050] (the "Effective Date"),
BY AND BETWEEN:
[Your Company Name], a corporation organized and existing under the laws of [State/Country], with its principal office located at [Your Company Address] ("Distributor"), herein represented by [Your Name], its [Your Position], duly authorized,
AND
[Your Partner Company Name / Second Party], a corporation organized and existing under the laws of [State/Country], with its principal office located at [Event Organizer's Address] ("Event Organizer"), herein represented by [Event Organizer's Representative's Name], its [Event Organizer's Representative's Position], duly authorized.
WHEREAS, Distributor wishes to distribute promotional items at the event organized by Event Organizer; and
WHEREAS, Event Organizer agrees to permit Distributor to distribute said promotional items at the event subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
I. Distribution Rights
Subject to the terms and conditions of this Agreement, the Event Organizer hereby grants to the Distributor a non-exclusive, non-transferable right to distribute the Promotional Items as described in Schedule A attached hereto, solely in connection with the Event as specified in Schedule B. The Distributor acknowledges and agrees that the right granted herein is solely for the distribution of the Promotional Items at the Event, and under no circumstances shall the Distributor represent that it has any ownership or rights to the Event itself. The Distributor shall not grant any sub-distribution rights or enter into any agreement or arrangement with any third party for the distribution of the Promotional Items at the Event without the prior written consent of the Event Organizer. The rights granted to the Distributor under this Agreement are subject to the Event Organizer's continuing control over the manner and means by which the Distributor carries out its distribution activities and are further subject to the Event's rules, regulations, and policies as may be communicated by the Event Organizer to the Distributor from time to time.
II. Terms of Distribution
The Distributor covenants and agrees to conduct all distribution activities pertaining to the Promotional Items in strict accordance with the terms of this Agreement and to adhere to all rules and regulations as stipulated by the Event Organizer, which are set forth in Schedule C attached hereto. The Distributor shall ensure that all aspects of its conduct during the Event, including but not limited to the display, presentation, and distribution of the Promotional Items, shall be conducted in a professional manner befitting the standards of the Event and shall not detract from the integrity or operation of the Event. The Distributor further agrees to comply with any and all directives issued by the Event Organizer's representatives during the Event with regard to the manner of distribution, location of distribution points, and interaction with Event attendees. Failure to conform to these rules and regulations or to any reasonable direction provided by the Event Organizer may result in immediate termination of the distribution rights granted herein and may further result in the Distributor being removed from the Event premises.
III. Consideration
As full and complete consideration for the distribution rights granted by the Event Organizer under this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Distributor agrees to pay the Event Organizer a fee in the amount as detailed in Schedule D attached to this Agreement. This fee shall be payable in full by the Distributor to the Event Organizer upon the execution of this Agreement, without any deduction, set-off, or delay, and is non-refundable except as may be otherwise provided in this Agreement or as required by applicable law. The Distributor acknowledges that this fee is a fair and reasonable charge for the value of the opportunity to distribute the Promotional Items at the Event, and constitutes an essential element of the bargain between the parties. The Distributor further agrees that timely payment of this fee is a material condition to its rights to distribute the Promotional Items at the Event, and that failure to make such payment in the manner prescribed herein shall constitute a material breach of this Agreement, subjecting the Distributor to immediate termination of its distribution rights and other legal or equitable remedies available to the Event Organizer.
IV. Intellectual Property
The Distributor hereby represents and warrants that it possesses all necessary legal rights and licenses to use, reproduce, and distribute the trademarks, logos, service marks, trade dress, and other branding ("Intellectual Property") that appear on or are associated with the Promotional Items which are to be distributed under the terms of this Agreement. Furthermore, the Distributor affirms that the Intellectual Property used on or in conjunction with the Promotional Items does not and will not infringe upon the intellectual property rights of any third party. The Distributor agrees to fully indemnify, defend, and hold the Event Organizer harmless from and against any and all claims, damages, losses, costs (including reasonable attorney fees), and expenses that arise from or are connected to any allegation or claim that the use of such Intellectual Property on the Promotional Items infringes upon the intellectual property rights of any third party. This indemnification shall extend to any claim of infringement arising from the Distributor's negligence, fraud, or willful misconduct. The Distributor shall notify the Event Organizer immediately of any such claim of which it becomes aware. The Event Organizer shall have the option, but not the obligation, to participate in the defense of any such claim at its own expense. This indemnification obligation shall survive the termination or expiration of this Agreement.
V. Compliance with Laws
The Distributor shall conduct all of its activities under this Agreement in strict compliance with all applicable national, state, and local laws, statutes, regulations, and ordinances. It is the Distributor's responsibility to secure any and all permits, licenses, and approvals that may be required for the lawful distribution of the Promotional Items. This compliance shall include, but not be limited to, all laws and regulations pertaining to consumer protection, product safety, trade practices, import and export requirements, and the payment of taxes or other fees associated with the distribution of the Promotional Items. Failure to comply with the aforementioned legal requirements shall constitute a material breach of this Agreement and may result in termination of the Agreement at the discretion of the Event Organizer, without prejudice to any other rights or remedies that the Event Organizer may have under this Agreement or by law.
VI. Indemnification
The Distributor agrees to indemnify and hold the Event Organizer harmless from any and all damages, liabilities, costs, including reasonable attorney's fees, and expenses that may ensue as a result of the Distributor's distribution activities or any breach of this Agreement. This indemnification will extend to any act or omission by the Distributor that results in financial loss or legal liability to the Event Organizer.
VII. Termination
This Agreement may be terminated by either party upon [Number of Days] days' written notice to the other party in the event of a material breach that is not cured within the notice period.
VIII. Confidentiality
Both parties agree to maintain the confidentiality of the terms of this Agreement and any proprietary information exchanged during the term of this Agreement.
IX. Limitation of Liability
Notwithstanding any other provision in this Agreement, the liability of the Distributor for any and all claims, losses, injuries, or damages, whether arising in contract, tort, or otherwise, shall be limited to the total amount of fees actually paid to the Distributor by the Event Organizer under this Agreement. This limitation shall apply to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Under no circumstances shall the Distributor be liable for any indirect, incidental, special, or consequential damages, even if advised of the possibility of such damages.
X. Dispute Resolution
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of [insert number] days, then, upon notice by either party to the other, all disputes, claims, questions, or disagreements shall be finally settled by binding arbitration administered by [Applicable Arbitration Association] in accordance with the provisions of its arbitration rules. The arbitration shall take place in [insert location], and the decision of the arbitrator(s) shall be final and binding upon both parties, and the award may be entered as a judgment in any court of competent jurisdiction. The prevailing party in any arbitration shall be entitled to recover, in addition to any other relief awarded or granted, its reasonable costs and expenses (including attorney's fees) incurred in the proceeding.
XI. Governing Law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of [Governing Law State/Country], without regard to its conflict of law provisions. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts located in [Governing Law State/Country] for the resolution of any legal actions, suits or proceedings arising out of or in connection with this Agreement. This clause clearly establishes the legal framework that will be used to interpret the terms of the Agreement, as well as the location for resolving disputes, thus providing both parties with a clear understanding of the legal context in which the Agreement will operate.
XII. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.
IN WITNESS WHEREOF, the parties have executed this Sales Agreement as of the date first above written.
DISTRIBUTOR:
[Your Company Name]
[Sales Manager]
[Month, Day, Year]
EVENT ORGANIZER:
[Event Organizer's Company Name]
[Event Organizer]
[Month, Day, Year]
Schedules:
Schedule A: Description of Promotional Items
Schedule B: Details of the Event
Schedule C: Event Organizer's Rules and Regulations
Schedule D: Fee Structure and Payment Terms
Contact Information:
For Distributor:
[Your Company Number] | [Your Company Email]
For Event Organizer:
[Your Partner Company Name / Second Party Number] | [Your Partner Company Name / Second Party Email]
[Company Seal or Signature of Distributor]
[Seal or Signature of Event Organizer]
