Free Distributor Agreement

1. Introduction

This Distributor Agreement ("Agreement") is entered into on [Date], ("Effective Date") between [Your Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Your Company Address] ("Manufacturer"), and [Distributor's Name], a company organized and existing under the laws of [Jurisdiction], with its principal place of business located at [Distributor's Address] ("Distributor").

2. Appointment

2.1. Appointment of Distributor: The party identified as the manufacturer is presently conferring upon the entity known as the Distributor the role of acting as its non-exclusive distributor. This role entails the responsibility for both sales and the task of distributing the specific products that are enumerated within the agreed-upon document known as Exhibit A, otherwise referred to as "Products." The agreement stipulates that these activities are to be carried out solely within the geographic location as is detailed in Exhibit B, which is designated as "Territory."

2.2. Term: The initial period or term of this Agreement, which has been put into place and agreed upon by all parties involved, shall begin its enforcement on the designated Effective Date. Following the commencement of this Agreement, it is expected to continue and stay in effect for three years unless there is an early termination. This early termination could be initiated by the conditions and terms that have been set forth and agreed upon in this Agreement.

3. Obligations of Manufacturer

Manufacturer agrees to:

3.1. Supply of Products: Make certain that the Distributor is supplied with an adequate amount of Products that is sufficient enough to meet the demand within the designated Territory.

3.2. Product Information: The Distributor must be provided with all essential details. This should not only include specifications and user manuals but also any marketing materials. All of this information should be directly related to the Products to facilitate successful and efficient distribution.

3.3. Support: The Distributor requires support that is both reasonable and relevant in both technical and marketing aspects. This is to enable them to effectively promote and sell the Products. Therefore, such support should be provided to assist them fully in these tasks.

4. Obligations of Distributor

The distributor agrees with the following stipulations and consents to adhere to them:

4.1. Promotion and Sales: The individuals involved should utilize their utmost efforts and abilities to promote the Products extensively and make concentrated efforts to sell them within the predetermined Territory.

4.2. Compliance: Ensure that all relevant and applicable laws and regulations about the sales and distribution of the Products are adhered to and complied with in every respect.

4.3. Reporting: The Manufacturer is to be regularly furnished with reports detailing the sales activities as well as the inventory levels, just as has been described and specified in Exhibit C of the agreement.

5. Pricing and Payment

5.1. Pricing: The prices that the Distributor will pay for the Products are specifically outlined in Exhibit D. However, it should be noted that these prices are not static, and the Manufacturer retains the right to make adjustments or updates to these prices. Before implementing such updates, the Manufacturer is obliged to provide the Distributor with reasonable notice about any changes to the prices of the Products.

5.2. Payment Terms: The distributor is obligated to provide payment to the Manufacturer for all Products that have been purchased. This payment must be made within thirty (30) days after the date that is listed on the invoice.

6. Intellectual Property

6.1. Trademarks: The manufacturer is providing the Distributor with a license that is both non-exclusive and non-transferable. This license permits the Distributor to only utilize the manufacturer's trademarks to promote and sell the Products.

6.2. Ownership: The Manufacturer shall retain all rights concerning the intellectual property of the Products. These rights involve, but are not limited to, trademarks, copyrights, patents, trade secrets, and other proprietary rights associated with the Products. No transfer or waiver of these rights is envisaged or implicated unless specifically stated otherwise and agreed upon in written form by the Manufacturer.

7. Termination

7.1. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within (30) days of receiving written notice thereof.

7.2. Effect of Termination: Upon termination of this Agreement, the Distributor shall immediately cease all sales and distribution activities related to the Products and return any remaining inventory to the Manufacturer.

8. Confidentiality

8.1. Confidential Information: Both parties involved in this Agreement have come to a mutual understanding and agreement that any proprietary or confidential information that is disclosed by one party to the other party during this Agreement should be maintained in strict confidentiality. This means that any such revealed or shared information that is considered proprietary or confidential should not be disclosed to any external party and should be handled with the utmost care and discretion.

8.2. Survival: The responsibilities and obligations related to maintaining confidentiality, which are outlined under this Agreement, shall continue to exist and remain in force even after the termination or expiration of this Agreement.

9. Miscellaneous

9.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

9.2. Governing Law: This Agreement shall be governed by and construed by the laws of [Jurisdiction].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.

[YOUR COMPANY NAME]

[DATE SIGNED]

[DISTRIBUTOR'S NAME]

[DATE SIGNED]

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