DISTRIBUTION AGREEMENT

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

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

And

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

The “Manufacturer” and the “Distributor” shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Distributor is willing to receive from the Manufacturer, Manufacturer is willing to grant the Distributor, distribution rights to distribute the Products in the Territory, during the term of this Agreement, all subject to the definitions, terms and conditions specified in this Agreement;
2. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DISTRIBUTION RIGHTS
   1. The Manufacturer hereby appoints the Distributor as the Distributor of the Products and the right to purchase, inventory, promote and resell “Manufacturer’s Products” (as defined below) within [INSERT REGION/LOCATION FOR WHICH THE DISTRIBUTOR IS APPOINTED ] (hereinafter the “Territory”). Distributor hereby accepts said appointment and agrees not to solicit orders in a direct or indirect way outside the Territory.
   2. During the term of this Agreement, Distributor shall have a right to sell the Products purchased under this Agreement to customers established within the Territory.
2. PRODUCT
   1. The term “Manufacturer’s Products,” with respect to this Agreement, shall mean the products, related service parts, components and accessories manufactured and/or sold by Manufacturer as follows: [INSERT PRODUCTS/PARTS/COMPONENTS WHICH WILL BE CONSIDERED MANUFACTURER’S PRODUCTS UNDER THIS AGREEMENT ]
3. ORDER
   1. Communications Pursuant to this Distributor Agreement and Orders- Orders shall be made with the manufacturer. Manufacturer understands that its timely acceptance of orders from Distributor hereunder is an important element of this Agreement. Manufacture shall have [INSERT THE NUMBER OF DAYS MANUFACTURER WILL HAVE TO ACCEPT OR REJECT THE ORDER] business days after its receipt to accept (or reject for a legitimate business reason) any order submitted by Distributor. If a manufacturer fails to timely accept or reject an order from the Distributor in accordance with this Section, such order shall be deemed accepted and shall become binding on the Manufacturer. All orders shall be fulfilled by the manufacturer within [INSERT THE NUMBER OF DAYS WITHIN WHICH MANUFACTURER SHALL FULFIL THE ORDER AFTER THE ACCEPTANCE] business days of order acceptance.
4. PRICES AND SHIPMENT
   1. Manufacturer agrees to sell, and Distributor agrees to purchase the Products in accordance with the Prices and Volume Discount Prices set forth in Schedule A. Such Prices and Volume Discount Prices shall only be subject to increase once per year on each anniversary date of this Agreement, provided (i) Manufacturer provides Distributor with at least [INSERT THE NO. OF DAYS WITHIN WHICH THE MANUFACTURER HAS TO GIVE NOTICE TO DISTRIBUTOR FOR INCREASE IN PRICE] days prior written notice of any such increase, and (ii) such increase does not exceed [INSERT THE MINIMUM PERCENTAGE OF INCREASE] of the preceding year's Prices and Volume Discount Prices nor the lowest price charged to others for the same Product. Any such change shall not apply for any order(s) accepted prior to the effective date of the increase.
   2. Manufacturer shall package the Products for shipment in accordance with Distributor's instructions. All shipments of Products for Customers in the Territory, and any freight and shipping costs related thereto, will be Distributor's responsibility.Distributor will promptly inspect the Products upon receipt at Distributor's facility to determine whether any Products included in the shipment are in short supply, defective, or otherwise not in conformance with this Agreement. Within [INSERT THE NO. OF DAYS WITHIN WHICH DISTRIBUTOR WILL NOTIFY MANUFACTURER ANY DEFECT AFTER RECEIPT] days of receipt of such Products, Distributor will notify manufacturer of any shortages, defects, or non-conformance, and manufacturer will promptly replace such Products free of charge. Title to the Products shall pass to the Distributor upon delivery.
5. TERMS OF SALE
   1. All sales by Manufacturer shall be in accordance with the terms and conditions of this Agreement.
6. PAYMENT
   1. Upon manufacturer's acceptance of any order, Distributor shall submit to Manufacturer via wire transfer at least [INSERT PERCENTAGE OF TOTAL ORDER PRICE TO BE PAID TO MANUFACTURER UPON CUSTOMER;S ACCEPTANCE] of the total order price. Distributor shall submit to Manufacturer via wire transfer the remaining balance upon receipt of the Products at Distributor's facility.
7. RESALE OF THE PRODUCTS
   1. Distributor shall be free to resell the Products for such prices and upon such terms and conditions as Distributor may see fit in its sole discretion. Company shall have no control over or any liability in connection with the price at which Distributor resells the Products, and Distributor shall hold Company harmless and indemnify and defend Company from and against any liability resulting therefrom.
8. RELATION BETWEEN THE PARTIES
   1. Distributor is and shall act as an independent contractor and nothing in the Agreement shall create or be deemed to create a partnership or relationship of principal/agent, employer/employee or joint-venture between the Parties. Distributor is not authorized to assume or create any obligation or responsibility, including, but not limited to, obligations based on warranties or guarantees or other contractual obligations, on behalf or in the name of the Manufacturer.
9. OBLIGATIONS OF THE MANUFACTURER
   1. The Manufacturer agrees to sell to the Distributor those quantities of the Product in respect of which written orders are placed by the Distributor at the office of the Manufacturer or at such other place as from time to time may be mutually agreed upon by the Parties hereto.
   2. Manufacturer will employ its best efforts to fill Distributor’s orders promptly on acceptance but reserves the right to allocate available inventories among distributors and end-user customers at its discretion.
   3. Except for Manufacturer’s products that are defective at the time of sale to Distributor, Manufacturer shall not be obligated to accept any of Manufacturer’s Products that are returned. In the event such returns are accepted, Manufacturer may impose a reasonable restocking charge.
10. OBLIGATIONS OF THE DISTRIBUTOR
    1. The Distributor shall neither in any way alter the nature, quality or composition of the Product nor make any false or misleading representations in respect of the Product. The Distributor is allowed to store and transport the Product in a manner at its sole discretion.
    2. Marketing Policy. Distributor will promote vigorously and effectively the sale of Manufacturer’s Products through all channels of distribution in the Territory. Distributor will use its commercially reasonable efforts to sell Manufacturer’s Products to aggressive, reputable, and financially responsible dealers providing satisfactory consumer service throughout Distributor’s primary marketing area. Distributor is authorized to enter into written agreements with its dealers relating to the purchase, resale and service of Manufacturer’s Products on forms approved by Manufacturer for this purpose. The risk, obligation and duty of collection of payment from dealers is solely the duty and obligation of the Distributor. The Distributor may not and will not, under any circumstances, chargeback the Manufacturer for unpaid invoices by a dealer(s) or any other customer.
    3. Distributor shall maintain a place of business in the Territory. Distributor shall provide maintenance service on Manufacturer’s Products sold in the Territory using qualified personnel and subject to service policies satisfactory to the Manufacturer.
    4. Distributors shall hire sales personnel or appoint representatives to introduce, promote, market and sell Manufacturer’s Products in the Territory. Distributor shall adequately train such personnel and/or representatives.
    5. Distributor agrees not to engage in the distribution, promotion, marketing or sale of any goods or products that compete or conflict with Manufacturer’s Products. Distributor agrees to supply to Manufacturer a list of items handled by Distributor following Manufacturer’s request to ensure that no conflict exists.
    6. Manufacturer will cooperate with Distributor and its dealers in providing for effective advertising and promotion of Manufacturer’s Products throughout the Territory, and Distributor agrees at Distributor’s discretion to participate in advertising and merchandising programs as Manufacturer may establish and offer to Distributor from time to time. Nothing herein shall prevent Distributor from separately advertising and marketing the Manufacturer’s Products within the Territory.
11. ASSISTANCE
    1. Manufacturer will provide Distributor with merchandising assistance from time to time in the form of advertising programs, product and sales training, and field sales assistance.
    2. Distributor agrees to use such assistance in carrying out Manufacturer’s merchandising and sales promotion policies.
12. REPRESENTATION AND WARRANTY
    1. The Manufacturer: The Manufacturer represents and warrants to Distributor that (a) the Manufacturer has all necessary corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder, (b) this Agreement has been duly authorized, executed and delivered by the Manufacturer, (c) the Manufacturer has the right, without the consent of any other Person, to grant to Distributor the distribution and other rights hereunder, (d) the execution, delivery and performance by the Manufacturer of this Agreement, and the consummation of the transactions contemplated hereby, do not violate or conflict with the charter or bylaws of the Manufacturer, any material contract, agreement or instrument to which the Manufacturer is a party or by which it or its properties are bound, or any judgment, decree, order or award of any court, governmental body or arbitrator by which the Manufacturer is bound, or any law, rule or regulation applicable to the Manufacturer, and (e) there is no pending or, to its best knowledge, threatened claim, action, suit or proceeding involving a claim that the manufacture, distribution or sale of any Products infringes or violates the intellectual, proprietary or other rights of any other Person.
    2. If any of Manufacturer’s Products are defective, Manufacturer will make an appropriate adjustment in the original sales price of such product or, at Manufacturer’s election, replace the defective product. Manufacturer warrants that the product will be free of defect for [INSERT THE DAYS FOR WHICH MANUFACTURER WARRANT THE PRODUCT] after receipt of such product, normal wear and tear excluded. Manufacturer shall provide to Distributor information with respect to Manufacturer’s limited warranty extended to the original consumer of Manufacturer’s Products
    3. Distributor: Distributor represents and warrants to the Manufacturer that (a) Distributor has all necessary corporate power and authority to enter into this Agreement and to perform all of its obligations hereunder, (b) this Agreement has been duly authorized, executed and delivered by the Manufacturer, and (c) the execution, delivery and performance by Distributor of this Agreement, and the consummation of the transactions contemplated hereby, do not violate or conflict with the Certificate of Incorporation or Bylaws of Distributor, any material contract, agreement or instrument to which Distributor is a party or by which it or its properties are bound, or any judgment, decree, order or award of any court, governmental body or arbitrator by which Distributor is bound, or any law, rule or regulation applicable to Distributor.
13. PROPERTY RIGHTS
    1. Distributor agrees that the Manufacturer owns all right, title and interest in the Products and any Modification now or hereafter subject to this Agreement and in all of the Manufacturer’s patents, utility model rights, design rights, trademarks, trade names, inventions, copyrights, know-how, trade secrets and any other business or technical information relating to the design, manufacture, operations, marketing or service of the Products, including any Modifications. The use by the Distributor, if at all, of any of these property rights is authorized only for the purposes herein set forth and to the extent explicitly permitted under this Agreement.
    2. Distributor will not use, authorize or permit the use of the name or any other trademark or trade name owned by Manufacturer as part of its firm, corporate or business name in any way. Distributor shall not contest the right of Manufacturer to exclusive use of any trademark or trade name used or claimed by Manufacturer. With Manufacturer’s prior written authorization, Distributor may, subject to Manufacturer’s policies regarding reproduction of the same, utilize Manufacturer’s name, trademarks and logos in advertising, on stationery and business cards, or on its website.
14. INDEMNIFICATION
    1. Manufacturer agrees to protect Distributor and hold Distributor harmless from any loss or claim arising out of defects in any of Manufacturer’s Products, provided that Distributor has not altered, changed or in any way tampered with Manufacturer’s Products. Moreover, Distributor must give Manufacturer notice of any such loss or claim within 30 days and cooperate fully with Manufacturer in the handling thereof.
    2. Distributor agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence of Distributor, Distributor’s agents, employees or representatives in the installation, use, sale or servicing of Manufacturer’s Products or arising out of any representation or warranty made by Distributor, its agents, employees or representations with respect to Manufacturer’s Products that exceeds Manufacturer’s limited warranty. Further, in the event that any of Distributor’s dealers shall, with respect to any of Manufacturer’s Products purchased from Distributor, fail to discharge the dealer’s obligations to the original consumer pursuant to the terms and conditions of Manufacturer’s product warranty and consumer service policies, Distributor agrees to discharge promptly such unfulfilled obligations.
15. LIMITATION OF LIABILITY
    1. IN NO EVENT SHALL THE MANUFACTURER BE LIABLE TO DISTRIBUTOR OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, THE PERFORMANCE BY DISTRIBUTOR OR OF ITS OBLIGATIONS HEREUNDER OR THE MARKETING, DISTRIBUTION OR SALE OF PRODUCTS, AND WHETHER OR NOT THE MANUFACTURER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED FOR HEREIN.
    2. The indemnification provided for under this Section is not the exclusive remedy for breach of any provision of this Agreement.
16. TERMINATION
    1. This Agreement may be terminated by either party if the other party defaults in the performance of any duties and/or obligations or materially breaches any of the terms and conditions of this Agreement and fails to cure such default breach within [INSERT THE NUMBER OF DAYS WITHIN WHICH THE DEFAULTING PARTY HAS OPPORTUNITY TO CURE THE DEFAULT] days after the service of written notice upon it of such default or breach.
17. 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.
18. NON- COMPETE CLAUSE
    1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON-COMPETE CLAUSE WILL APPLY, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT COMPETE] shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the products or services provided by the other party. within the geographical area of [INSERT THE GEOGRAPHICAL REGION WITHIN WHICH THE NON-COMPETE CLAUSE APPLIES]. Both parties agree that the scope, duration, and geographical limitations of this non-compete clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE]. [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE] shall have the right to seek injunctive relief and any other remedies available at law or in equity to enforce this non-compete clause in the event of a breach or threatened breach by the other party.
19. NON-SOLICITATION CLAUSE
    1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON SOLICITATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
       a. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
       b. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
       Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
20. DISPUTE RESOLUTION
    1. 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.
    2. The decision of the Arbitrator shall be final and binding upon the parties.
21. WAIVER
    1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
22. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
23. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of f[INSERT THE NAME OF STATE/COUNTRY, THE LAWS OF WHICH WILL GOVERN THE AGREEMENT]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT THE NAME OF CITY/REGION WHICH WILL HAVE THE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE OR DISAGREEMENT].
24. NOTICES
    1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
       1. MANUFACTURER: [INSERT THE EMAIL ID OR/AND ADDRESS OF MANUFACTURER FOR THE PURPOSE OF COMMUNICATION IN CONNECTION WITH THIS AGREEMENT]
       2. DISTRIBUTOR: [INSERT THE EMAIL ID OR/AND ADDRESS OF DISTRIBUTOR FOR THE PURPOSE OF COMMUNICATION IN CONNECTION WITH THIS AGREEMENT]
25. ENTIRE AGREEMENT
    1. This agreement 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.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
26. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

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 the Manufacturer:

Name: [NAME OF THE MANUFACTURER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

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

Signed, sealed and delivered on behalf of the Distributor:

Name: [NAME OF THE MANUFACTURER/ SIGNING AUTHORITY AND DESIGNATION]

Signature:

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

SCHEDULE A