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Legal agreement for the appointment of a non-exclusive distributor

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  1. Definitions
  2. Products and controlling documents
  3. Appointment
  4. Terms of agreement
  5. Non exclusivity
  6. General responsibilities
  7. Supply of products
  8. Prices
  9. Price changes
  10. Purchase orders
  11. Inventory
  12. Warranty
  13. Intellectual property
  14. Force majeure
  15. Termination of agreement
  16. Consequences of termination
  17. Confidential information and trade secrets
  18. General provisions
  19. Notices
  20. Mutual understanding

This document is a sample legal agreement for the appointment of a non-exclusive distributor.

?Intellectual Property?: means any patent, copyright, registered design, trade mark or other industrial or intellectual property right subsisting in the Territory in respect of the Products, and applications for any of the foregoing.

?Invoice Value?: means the sums invoiced by the Manufacturer to the Distributor in respect of any Products, less any value added tax (or other taxes, duties or levies) and any amounts for transport or insurance included in the invoice.

Products?: means, subject to any express provisions in this agreement, such of the products listed in Schedule 1 as are at the date of this agreement in the range of products manufactured by or for the Manufacturer and such other products as may from time to time be agreed in writing by the parties.

Keywords: Distribution agreement, non-exclusive, territory, warranties, price changes, inventory, confidential information, trade secrets. Purchase orders, indemnities, supply of products.

[...] Under no circumstances will The Manufacturer be responsible for, or Distributor entitled to, consequential damages arising out of or owing to any detention or delay in delivery TERMINATION OF AGREEMENT 15.1 The Distributor or the Manufacturer may terminate this Agreement upon ninety days' written notice to the other party, and no liability shall run from one party to the other because of such termination The Manufacturer may immediately terminate this Agreement, upon notice to Distributor, in the event of: Any material breach to the provisions contained within this Agreement by Distributor; Death, incapacity, removal, elimination or resignation of Distributor or any person in the employment thereof in reliance upon whom this Agreement was entered into by The Manufacturer; Any sale or transfer of any substantial interest of the managerial control and/or ownership of Distributor; Any dispute, disagreement or controversy between or among partners, managers, officers or stockholders of Distributor which, in the opinion of The Manufacturer, adversely affects the ownership, operation, management, business or interest of Distributor or The Manufacturer; or The insolvency or bankruptcy of Distributor, appointment of a receiver or trustee, and assignment for the benefit or creditors, the entry of a judgment, or the issuance of a warrant of attachment against Distributor's property, or any other event which might affect Distributor's credit and against which distributor has not secured its creditors by adequate bond CONSEQUENCES ON TERMINATION 16.1 Upon the termination of this agreement for any reason: the Manufacturer shall be entitled (but not obliged) to repurchase from the Distributor all or part of any stocks of the Products then held by the Distributor at their Invoice Value or the value at which they stand in the books of the Distributor, whichever is lower; provided that: The Distributor shall be responsible for arranging and for the cost of, transport and insurance; and The Distributor may sell stocks for which it has accepted orders from customers prior to the date of termination, or in respect of which the Manufacturer does not, by written notice given to the Distributor within [seven] days after the date of termination exercise its right of repurchase, and for those purposes and to that extent the provisions of this agreement shall continue in full force and effect; the Distributor shall at its own expense within 30 days send to the Manufacturer or otherwise dispose of in accordance with the directions of the Manufacturer all samples of the Products and any advertising, promotional or sales material relating to the Products then in the possession of the Distributor; outstanding unpaid invoices rendered by the Manufacturer in respect of the Products shall become immediately payable by the Distributor and invoices in respect of Products ordered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice; the Distributor shall cease to promote, market or advertise the Products or to make any use of the Trade Marks other than for the purpose of selling stock in respect of which the seller does not exercise its right of repurchase; The Distributor shall have no claim against the Manufacturer for compensation for loss of distribution rights, loss of goodwill or any similar loss; and Subject as otherwise provided in this agreement and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this agreement CONFIDENTIAL MATERIAL AND TRADE SECRETS In connection with Distributor's performance of Distributor's duties under this Agreement, The Manufacturer shall from time to time furnish to Distributor, manuals, brochures and other documents which may constitute trade secrets or confidential information. [...]

[...] TERMS OF AGREEMENT This Agreement shall become effective on the date first written above and shall automatically renew itself on an annual basis unless terminated as elsewhere provided herein NON-EXCLUSIVITY The appointment hereunder of Distributor as an authorized distributor of The Manufacturer is non-exclusive, and The Manufacturer may, at any time, appoint one or more additional distributors of Products in The Territory GENERAL RESPONSIBILITIES 6.1 The Distributor agrees to: Maintain at each location in the Territory at which it acts as a distributor of The Manufacturer a suitable place of business for the effective sale, distribution and warehousing of Products. [...]

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