Free Sales Exclusive Distributor Agreement

This Sales Exclusive Distributor Agreement (the "Agreement") is entered into on [Month Day, Year], by and between:

[Your Company Name], a company registered under the laws of [State], having its principal place of business at [Your Company Address] (hereinafter referred to as the "Supplier").

[Second Party], a company registered under the laws of [State], having its principal place of business at [Second Party Address] (hereinafter referred to as the "Distributor").

WHEREAS, Supplier is engaged in the manufacture and sale of certain products (the "Products") and wishes to appoint Distributor as its exclusive distributor for the Products in the territory specified herein.

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the parties hereby agree as follows:

1. APPOINTMENT

1.1. Exclusive Distribution Rights: Supplier appoints Distributor as its exclusive distributor for the Products in the territory described in Exhibit A attached hereto (the "Territory"). Distributor shall have the exclusive right to market, sell, and distribute the Products within the Territory.

1.2. No Competition: During the term of this Agreement, Supplier shall not appoint any other distributor, agent, or representative to sell the Products within the Territory, and Distributor shall not promote, market, or sell products that compete directly with the Products.

2. OBLIGATIONS OF THE PARTIES

2.1. Supplier's Obligations

Supplier agrees to:

2.1.1. Product Supply: Supply Distributor with the Products in a timely manner and ensure the quality of the Products. Supplier will maintain adequate inventory to meet Distributor's demands.

2.1.2. Marketing Support: Provide reasonable marketing support to Distributor, including marketing materials, training, and product information.

2.1.3. Pricing: Establish and communicate the pricing structure for the Products to Distributor, ensuring that the agreed-upon pricing remains stable during the Agreement term.

2.2. Distributor's Obligations

Distributor agrees to:

2.2.1. Exclusivity: Use its best efforts to promote, market, and sell the Products exclusively within the Territory. Distributor will not distribute or sell the Products outside the Territory without written consent from Supplier.

2.2.2. Ordering and Payment: Place orders for the Products in accordance with the terms and conditions specified in Exhibit B. Payments shall be made according to the payment terms agreed upon.

2.2.3. Marketing and Promotion: Implement marketing and promotional activities to enhance the sales of the Products within the Territory. Distributor shall submit a marketing plan to Supplier for approval.

2.2.4. Reports: Provide regular reports to Supplier, including sales and inventory reports, as per the reporting schedule detailed in Exhibit C.

3. TERM AND TERMINATION

3.1. Term

This Agreement shall commence on the effective date and shall continue for a period of two (2) years, unless terminated earlier as provided herein.

3.2. Termination

3.2.1. Termination for Cause: Either party may terminate this Agreement with ten (10) days' written notice to the other party if the other party materially breaches any of its obligations under this Agreement and such breach remains uncured after a 5-day cure period.

3.2.2. Termination for Convenience: Supplier reserves the right to terminate this Agreement for convenience by providing ten (10) days’ written notice to Distributor.

3.2.3. Automatic Termination: This Agreement shall automatically terminate if Distributor fails to meet the minimum sales targets specified in Exhibit D.

3.3. Effect of Termination

Upon termination of this Agreement, Distributor shall cease all marketing and sales activities for the Products and return any unsold inventory to Supplier in accordance with the return policy specified in Exhibit E.

4. CONFIDENTIALITY

Confidential Information: Both parties shall keep confidential all non-public information received from the other party in connection with this Agreement.

5. GOVERNING LAW

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State].

IN WITNESS WHEREOF, the parties have executed this agreement as of the date aforementioned herein.

[Your Signature]
Signature
[Your Name]
[Your Company Name]
Date: [Month Day, Year]

[Signature]
[Second Party's Name]
[Second Party Company Name]
Date: [Month Day, Year]

Exhibit A - Territory

The Territory covered under this Agreement shall include the entire state of [State].

Exhibit B - Terms and Conditions of Sale

The terms and conditions for the sale of Products are as follows:

Pricing: The pricing structure for the Products is as follows:

• Product A: $50 per unit

• Product B: $75 per unit

• Product C: $100 per unit

Payment Terms: Distributor shall make payments for orders within 30 days from the date of the invoice issued by Supplier.

Delivery: Products will be delivered to the following location:

• Delivery Address: [Address]

• Delivery Method: Standard ground shipping

• Delivery Schedule: Within 3-5 business days from the date of order confirmation.

Exhibit C - Reporting Schedule

Distributor shall provide the following reports to Supplier on a monthly basis:

• Sales Report: A report detailing the sales of the Products, including the quantity, pricing, and customer information.

• Inventory Report: A report on the inventory levels of the Products held by Distributor.

• Reports shall be submitted to Supplier by the 10th day of each month.

Exhibit D - Minimum Sales Targets

Distributor shall achieve the following minimum sales targets for the Products within the Territory:

• Year 1: $500,000

• Year 2: $750,000

• Year 3: $1,000,000

Failure to meet these sales targets may result in termination of this Agreement as per Section 3.2(c).

Exhibit E - Return Policy

In the event of Agreement termination, Distributor shall return any unsold Products to Supplier within 30 days from the date of termination. Returns must comply with the following conditions:

• Products must be in their original, unopened packaging.

• Products must be in resalable condition.

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