RETAIL DISTRIBUTION AGREEMENT

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

[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); and 

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

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

1. The Supplier is engaged in the manufacturing of certain products and desires to engage the Retailer for sale of products.
2. The Retailer is engaged in the business of selling products to consumers and agrees to distribute the Supplier’s products under the terms set forth herein.
3. The Supplier and Retailer 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 agreement.
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 or entity that owns and sells the products to the Retailer for distribution.
   2. “Retailer” refers to an individual or entity that desires to purchase the products 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 (Supplier) to the other party (Retailer) 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 AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. If either party materially breaches any provision of this Agreement and fails to cure such breach within [INSERT THE NUMBER OF DAYS WITHIN WHICH EITHER PARTY HAS OPPORTUNITY TO CURE THE BREACH] after receiving written notice of the breach from the non-breaching party, the non-breaching party may terminate this Agreement by providing written notice of termination. In such cases, the non-breaching party shall not be liable for any damages resulting from the termination, except as provided in this Agreement.
   3. Either Party may terminate this agreement immediately upon written notice if the other party, becomes insolvent, files for bankruptcy, and ceases to conduct its regular operations.
3. PRODUCT DESCRIPTION
   1. The Retailer agrees to distribute the following products as per Supplier’s requirements: [INSERT NAME OF THE PRODUCT, PRICE QUALITY AND QUANTITY].
4. ORDER AND DELIVERY
   1. The Retailer shall place orders for the products by submitting a written purchase order to the Supplier, specifying the quantity, product name and any other relevant details.
   2. The Supplier shall deliver the products at [INSERT LOCATION AT WHICH SUPPLIER SHALL DELIVER THE PRODUCTS] to the retailer within [INSERT THE NO. OF DAYS WITHIN WHICH SUPPLIER SHALL DELIVER THE PRODUCTS] days from the date of the order. Supplier shall use its best efforts to fill orders in a timely manner and shall notify Retailer of any anticipated delays.
   3. The Retailer shall inspect the products upon receipt and notify the Supplier of any defects or damages within [no. of days] days from the date of delivery.
5. PAYMENT
   1. The Retailer shall pay [INSERT AMOUNT TO BE PAID TO SUPPLIER BY RETAILER] to the Supplier for the products listed on the purchase orders. The Supplier reserves the right to modify the prices of the products at any time, provided that such modifications shall be communicated to the Retailer in writing at least [INSERT NO OF DAYS IN ADVANCE WITHIN WHICH MODIFICATIONS SHALL BE COMMUNICATED TO RETAILER] days in advance of the effective date of the price change.
   2. The Retailer agrees to pay the amount mentioned in the invoice within [INSERT NO. OF DAYS WITHIN WHICH RETAILER AGREES TO PAY THE AMOUNT] 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 Retailer, The Supplier may at its own discretion, suspend or terminate the orders of products until full payment is received.
6. SECURITY AND DAMAGE
   1. Protection of Goods: The Supplier shall exercise reasonable care and take necessary precautions to ensure the security of the products during transportation, storage including but not limited to proper loading, handling, securing, and unloading of the products. Damage or loss: In the event of loss, damage, or theft of the products while in possession of the Retailer, the Retailer shall promptly notify the Supplier and the appropriate authorities, as required by law. The Retailer shall provide a detailed description of the incident and the extent of the loss or damage. The Parties shall work together to determine the cause and extent of the damage or loss. The Retailer shall be liable for any loss or damage to the Products that occur while they are in the Retailer’s possession or control, except for loss or damage resulting from the act or omission of the Retailer, force majeure events, or the inherent nature of the Goods.
7. OWNERSHIP AND INTELLECTUAL PROPERTY
   1. The Supplier retains all rights, title, and interest in and to the intellectual property rights associated with the products, including but not limited to trademarks, trade names, and patents.
   2. The Suppliers hereby grants a non-transferable, non-exclusive license to use the supplier’s products and associated intellectual property rights solely for the purpose of distribution and marketing in accordance with this Agreement.
   3. The Retailer covenants that it will not claim any right, title or interest whether at law or in equity in any Intellectual Property of the Supplier’s business and in the associated products and that the Supplier shall be the sole, exclusive and absolute owner of all.
8. REPRESNTATION AND WARRANTIES
   1. Both Supplier and Retailer 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.
   2. Retailer represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to distribute the product under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will market the products according to the Supplier’s guidelines and specifications and with the standard of care prevailing in the industry.
9. LIMITATION OF LIABILY
   1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Supplier by Retailer.
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. 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 agrees 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.
12. FORCE MAJEURE
    1. No failure or omission by the Retailer or the Supplier in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Retailer or the Supplier, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
13. 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: 
    3. By direct negotiations between the Retailer and Supplier. 
    4. 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 UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
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 seven (7) 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 seventh (7th) Business Day following resumption of regular postal service:
15. If to the Supplier : [INSERT THE EMAIL ID OR/AND ADDRESS OF SUPPLIER]
16. If to the Retailer: [INSERT THE EMAIL ID OR/AND ADDRESS OF RETAILER]
    1. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
17. 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. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITATION LAWS SHALL APPLY] then in force.
18. MISCELLANOUS
    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 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.
19. 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 Supplier

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

Signature:

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

Signed, sealed and delivered on behalf of Retailer

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF RETAILER]

Signature: 

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