EXCLUSIVE SUPPLY AGREEMENT

This Exclusive Supply Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE BUYER], having registered office at [INSERT THE ADDRESS OF THE BUYER] (hereinafter referred to as the “Buyer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE SUPPLIER],  having registered office at [INSERT THE ADDRESS OF THE SUPPLIER] (hereinafter referred to as the “Supplier” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Buyer” and the “Supplier” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Supplier is the owner of certain products [INSERT THE LIST OF PRODUCTS OWNED BY SUPPLIER] and desires to exclusively sell and supply it to the buyer.
2. The Buyer is desirous of purchasing the products from the Supplier on the terms and conditions set forth herein.
3. The Buyer and Supplier mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this contract;
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Supplier” refers to an individual that owns the said products as mentioned in this agreement.
   2. “Buyer “refers to an individual that desires to purchase the products on an exclusive basis from the supplier.
   3. ”Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Buyer) to the other party (Supplier) in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
3. PRODUCT DESCRIPTION
   1. The Supply agrees to exclusively supply the following products [INSERT NAME OF THE PRODUCT, PRICE QUALITY AND QUANTITY TO BE SUPPLIED] to the buyer.
4. ORDER, SUPPLY AND DELIVERY
   1. Buyer shall submit purchase orders to Supplier for the Products. Purchase orders shall include the type and quantity of Products requested by Buyer, the requested delivery date, and any other specifications required by Supplier. Supplier shall use its best efforts to fill purchase orders in a timely manner and shall notify Buyer of any anticipated delays.
   2. All Materials delivered to Buyer shall be set forth in each written purchase order.  Supplier shall use its best efforts and the latest and most efficient delivery systems to deliver the Materials no sooner than [INSERT DAYS WITHIN WHICH THE SUPPLIER SHALL DELIVER PRIOR TO APPLICABLE DELIVERY DATES] days prior to the applicable Delivery Dates and no later than the applicable Delivery Date.
5. PAYMENT
   1. The Buyer shall pay to the supplier for the products listed on the purchase orders.
   2. The Buyer agrees to pay the amount mentioned in the invoice within [INSERT THE DAYS WITHIN WHICH BUYER SHALL MAKE THE PAYMENT] business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
   3. In case of non-payment or any breach in case of payment terms by the Buyer, The Supplier may at its own discretion, suspend or terminate the supply of products until full payment is received.
6. EXCLUSIVITY
   1. During the term of this agreement, the Supplier shall not, directly or indirectly, market, solicit orders for, sell, offer for sale, import, distribute, commercialize or otherwise provide Product to any other party that competes directly with the buyer within [INSERT THE GEOGRAPHICAL BOUNDARY WITHIN WHICH THE SUPPLIER SHALL NOT SOLICIT].
   2. The Supplier shall not enter into any agreement with any third party that would conflict or interfere with its obligations under this Agreement, or result in its violation or breach of the terms, conditions or provisions of this Agreement; or violate or conflict with Applicable Law.
7. REPRESENTATION AND WARRANTIES
   1. Both Buyer and Supplier represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
8. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. TERMINATION
   1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS TO SEND NOTICE FOR TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
      1. this Agreement provides a specific date or period for performance of the obligation breached; or
      2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
   2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
   3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
10. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
11. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION], without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
12. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Supplier and Buyer. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
13. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
14. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Supplier: [INSERT EMAIL ID OR/AND ADDRESS WHERE NOTICE SHALL BE SENT TO SUPPLIER]
       2. If to the Buyer: [INSERT EMAIL ID OR/AND ADDRESS WHERE NOTICE SHALL BE SENT TO BUYER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
15. RELATIONSHIP OF PARTIES
    1. The status of Supplier shall be that of an independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties or constitute or be deemed to constitute Supplier as the agent of buyer for any purpose whatsoever and Supplier shall have no authority or power to bind buyer in any manner whatsoever or to assume or incur any obligation or responsibility, express or implied, for or on behalf of, or in the name of Buyer, except as specifically provided for herein.
    2. Supplier shall not list, print or display Buyer’s name in any manner so as to indicate or imply that there is an employer-employee or a principal-agent relationship between Buyer and Supplier.
16. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
17. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Supplier

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF SUPPLIER AND/OR DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH SUPPLIER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Buyer

Name: [INSERT THE NAME OF SIGNING AUTHORITY OF BUYER AND/OR DESIGNATION]

Signature: 

Date: [INSERT THE DATE ON WHICH BUYER SIGNS THE AGREEMENT]