Interior Design Distribution Contract

I. The Parties

This Interior Design Distribution Contract ("Contract") is made and entered into on [Month Day, Year] ("Effective Date") by and between [Your Company Name] ("Design Firm") with a primary place of business at [Your Company Address] and [Distributor's Name] ("Distributor") with a place of business at [Distributor's Address] collectively referred to as the ("Parties").

WHEREAS, the Design Firm is engaged in the business of providing interior design services and requires a reliable supply of quality interior design products;

WHEREAS, the Distributor manufactures and supplies a wide range of interior design products suitable for various design implementations;

WHEREAS, the Design Firm desires to appoint the Distributor as its supplier for such products, and the Distributor agrees to supply the products per the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

II. Appointment

A. Exclusive Supplier

The Design Firm hereby appoints the Distributor as its exclusive supplier for interior design products. This means that the Design Firm will source all its required interior design products exclusively from the Distributor.

B. Scope of Appointment

The Distributor will supply a wide range of interior design products suitable for various design implementations. This includes, but is not limited to, furniture, lighting, textiles, wall coverings, and accessories.

C. Acceptance of Appointment

The Distributor accepts this appointment and agrees to supply the Design Firm with the required products. The Distributor commits to fulfilling all orders placed by the Design Firm in a timely and professional manner.

D. Terms of Contract

The appointment of the Distributor as the exclusive supplier is subject to the terms and conditions of this Contract. Both parties agree to abide by these terms throughout the duration of the Contract.

III. Obligations of the Distributor

A. Supply of Products

The Distributor agrees to supply the Design Firm with the products as per the specifications and quantities as per each finalized order.

1. Product Availability: The Distributor will ensure that all ordered products are available and ready for delivery as per the agreed schedule. This includes managing inventory effectively to avoid stock-outs.

2. Product Quality: The Distributor will ensure that the products meet the quality standards and regulations applicable at both national and international levels. This includes adhering to safety standards and ensuring the products are fit for their intended use.

3. Order Fulfillment: The Distributor will process and fulfill all orders accurately and promptly. This includes packing the products carefully to prevent damage during transit.

B. Product Standards

The Distributor shall ensure that the products meet the quality standards and regulations applicable at both national and international levels.

1. Compliance with Standards: The Distributor will ensure all products comply with the relevant industry standards and regulations. This includes local safety and quality standards, as well as any international standards applicable to the products.

2. Product Testing: The Distributor will conduct necessary tests to ensure the products meet the required standards. This includes quality checks at different stages of production and before delivery.

3. Documentation: The Distributor will provide all necessary documentation related to the products, such as user manuals, safety instructions, and certificates of compliance with standards.

C. Delivery and Logistics

The Distributor is responsible for delivering the products to the Design Firm in a timely and efficient manner.

1. Delivery Schedule: The Distributor will adhere to the agreed delivery schedule, ensuring that the Design Firm receives the products on time for their projects.

2. Packaging: The Distributor will package the products securely to prevent any damage during transit. The packaging will also be suitable for storage and handling by the Design Firm.

3. Transportation: The Distributor will arrange for reliable transportation of the products to the Design Firm’s premises. The Distributor will also handle any logistics-related issues that may arise during delivery.

IV. Prices and Payment Terms

A. Pricing

The Design Firm agrees to pay the Distributor for the products as per the agreed prices.

1. Price List: The Distributor will provide the Design Firm with a price list for all products. The prices will be fair and competitive, reflecting the quality and value of the products.

2. Price Changes: The Distributor will notify the Design Firm in advance of any price changes. The Design Firm will have the option to accept the new prices or discuss alternative arrangements with the Distributor.

3. Invoicing: The Distributor will issue invoices to the Design Firm for all orders. The invoices will clearly list the products, quantities, prices, and any applicable taxes or charges.

B. Payment Terms

All payments shall be made in [USD], unless otherwise agreed upon in writing by both parties.

1. Payment Method: The Design Firm will make payments via a method agreed upon by both parties. This could be bank transfer, check, credit card, or any other mutually acceptable method.

2. Payment Due Date: The Design Firm will make payments within [15] days from the invoice date. This ensures that the Distributor receives payment promptly for the products supplied.

3. Late Payment: If the Design Firm fails to make payment by the due date, the Distributor may charge interest of [3]% on the overdue amount.

V. Intellectual Property Rights

A. Warranty of Originality

1. Original Products: The Distributor represents and warrants that all Products supplied under this Contract are original and do not infringe upon or violate any intellectual property rights of any third party. This ensures that the Design Firm can use the products without fear of legal repercussions.

2. Compliance with Laws: The Distributor ensures that all products comply with applicable intellectual property laws and regulations. This includes obtaining necessary permissions or licenses for any designs or technologies used in the products.

3. Indemnification: The Distributor agrees to indemnify the Design Firm against any claims or legal actions related to intellectual property rights infringement involving the products.

B. Ownership of Intellectual Property

1. Ownership Rights: The Distributor retains all intellectual property rights in the products, including any patents, designs, trademarks, or copyrights. The Design Firm is granted a license to use these intellectual property rights for the purpose of using the products.

2. License Terms: The terms of the license to use the Distributor’s intellectual property rights will be specified in a separate agreement. This agreement will detail the scope of the license, any restrictions on use, and the duration of the license.

3. Respect for Intellectual Property: The Design Firm agrees to respect the Distributor’s intellectual property rights and to use the products in a manner that does not infringe these rights.

C. Protection of Intellectual Property

1. Protection Measures: The Distributor agrees to take all necessary measures to protect its intellectual property rights. This includes registering its rights, monitoring for infringements, and taking legal action against infringers.

2. Notification of Infringement: If the Design Firm becomes aware of any infringement of the Distributor’s intellectual property rights, it agrees to notify the Distributor promptly. The Distributor will then take appropriate action to address the infringement.

3. Cooperation in Protection: The Design Firm agrees to cooperate with the Distributor in protecting the Distributor’s intellectual property rights. This may include providing evidence or testimony in legal proceedings against infringers.

VI. Term and Termination

A. Contract Term

1. Effective Date: This Contract shall commence on the Effective Date and shall continue in effect for a period of three (3) years unless sooner terminated according to the terms hereof. This sets out the duration of the Contract.

2. Renewal: At the end of the initial term, the Contract may be renewed for additional terms by mutual agreement of the parties. The terms and conditions for renewal will be discussed and agreed upon at the time of renewal.

3. Review of Terms: The parties agree to review the terms of the Contract at least once a year to ensure that they remain relevant and fair. Any changes to the terms will be made by mutual agreement and recorded in a written amendment to the Contract.

B. Termination by Either Party

1. Notice of Termination: Either party may terminate this Contract upon ninety (60) days written notice to the other party. This allows both parties sufficient time to make necessary arrangements following the termination.

2. Reasons for Termination: The notice of termination should specify the reasons for termination. This could include breach of contract, failure to meet performance standards, or changes in business circumstances.

3. Effect of Termination: Upon termination, all obligations under the Contract will cease, except for those that are intended to survive termination (such as payment obligations for services already performed).

C. Consequences of Termination

1. Settlement of Accounts: Upon termination, a final settlement will be conducted to determine any amounts owed by either party. The Design Firm remains liable to pay for any Products delivered prior to the termination date.

2. Return of Property: Upon termination, each party must return any property belonging to the other party. This includes any products, equipment, or materials provided by the Distributor for the performance of the services.

3. Survival of Certain Provisions: Certain provisions of the Contract, such as confidentiality will survive the termination of the Contract. These provisions will continue to apply even after the Contract has ended.

VII. Confidentiality

A. Confidentiality Obligations

1. Confidentiality Term: This confidentiality obligation commences on the Effective Date and continues in effect for a period of three (3) years. This ensures that confidential information is protected for a reasonable period of time.

2. Survival of Confidentiality: Despite any termination of this Contract, the confidentiality obligations under this section will survive and continue to bind the parties. This ensures that confidential information remains protected even after the end of the Contract.

B. Confidential Information

1. Definition: Confidential information refers to any non-public information that is exchanged between the parties during the term of this Contract. This includes, but is not limited to, business plans, customer lists, design concepts, and proprietary technology.

2. Protection of Confidential Information: Both parties agree to keep all confidential information received from the other party confidential and to use it only for the purposes of fulfilling their obligations under this Contract.

3. Exclusions: The confidentiality obligations do not apply to information that is already publicly available, that was independently developed by the receiving party, or that is required to be disclosed by law.

C. Breach of Confidentiality

1. Notification of Breach: If a party becomes aware of a breach of the confidentiality obligations, they must promptly notify the other party and cooperate with them to remedy the breach and prevent further breaches.

2. Remedies for Breach: If a party breaches the confidentiality obligations, they may be liable for any damages suffered by the other party as a result. In some cases, the injured party may also be entitled to an injunction to prevent further breaches.

3. Legal Action: If a breach of the confidentiality obligations occurs, the injured party has the right to take legal action against the party in breach. This could include suing for damages or seeking an injunction.

VIII. Indemnification

A. Indemnity by the Distributor

1. Scope of Indemnity: The Distributor shall indemnify and hold the Design Firm harmless from any and all damages, liabilities, costs, losses, and expenses arising out of this contract. This includes, but is not limited to, damages resulting from the Distributor’s breach of this Contract, negligence, or violation of applicable laws.

2. Claim Procedure: If the Design Firm becomes aware of a claim for which it is entitled to be indemnified by the Distributor, it must promptly notify the Distributor and cooperate with the Distributor in defending the claim.

3. Control of Defense: The Distributor has the right to control the defense of any claim for which it is required to indemnify the Design Firm. However, the Design Firm has the right to participate in the defense at its own expense.

B. Limitations on Indemnity

1. No Indemnity for Own Negligence: The Distributor is not required to indemnify the Design Firm for any damages that result from the Design Firm’s own negligence or intentional misconduct.

2. No Indemnity for Unauthorized Settlements: The Distributor is not required to indemnify the Design Firm for any settlements or compromises that the Design Firm enters into without the Distributor’s prior written consent.

3. Maximum Liability: The Distributor’s maximum liability for indemnification may be limited to a certain amount, as specified in this Contract.

IX. General Provisions

A. Governing Law

This Contract shall be governed by and construed in accordance with the laws of [State Name]. This determines the set of laws that will be used to interpret the Contract.

1. Jurisdiction: Any legal actions, claims, or demands arising out of this Contract will be handled in a court of competent jurisdiction in the said region. This determines where any legal proceedings related to the Contract will take place.

2. Compliance with Laws: Both parties agree to comply with all applicable laws and regulations in the performance of the Contract. This ensures that both parties will act legally while performing their obligations under the Contract.

3. Legal Disputes: In the event of a dispute, the parties agree to seek a resolution through negotiation or mediation before resorting to litigation. This can help to resolve disputes more quickly and amicably.

B. Entire Agreement

This Contract represents the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral.

1. Superseding Effect: This Contract supersedes any previous agreements or understandings between the parties related to the supply of interior design products. This ensures that there are no conflicting terms or conditions.

2. Binding Agreement: This Contract is binding on both parties and their successors and assigns. This means that the obligations and benefits of the Contract can be transferred to new owners if either party is sold or transferred.

3. Non-Reliance: Both parties acknowledge that they have not relied on any representation or promise that is not contained in this Contract. This protects both parties from claims based on promises or representations not included in the Contract.

C. Amendments

No amendment or extension of this Contract shall be binding unless in writing and signed by both parties.

1. Written Amendments: Any changes to the terms of this Contract must be made in writing and signed by both parties. This ensures that both parties agree to the changes.

2. Agreement to Amend: Both parties must agree to any amendments to the Contract. If one party proposes an amendment, the other party must agree to it before it can take effect.

3. Effect of Amendments: Any amendments to the Contract will take effect from the date specified in the amendment agreement. This ensures that both parties are clear about when the changes will apply.

X. Signature

IN WITNESS WHEREOF, the parties hereto have executed this Distribution Contract as of the Effective Date.

Design Firm

[Authorized Representative Name]

[Your Company Name]

Date: [Month Day, Year]

Distributor

[Authorized Representative Name]

[Distributor's Name]

Date: [Month Day, Year]

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