Free Agriculture Distribution Agreement

I. Introduction

A. Parties

This Agriculture Distribution Agreement (the "Agreement") is made and entered into as of January 1, 2050, by and between [Your Company Name], a corporation organized and existing under the laws of [State], with its principal place of business located at [Your Company Address] ("Supplier"), and [Your Partner Company Name], a corporation organized and existing under the laws of [State], with its principal place of business located at [Your Partner Company Address] ("Distributor").

B. Purpose

The purpose of this Agreement is to set forth the terms and conditions under which the Supplier will provide agricultural products ("Products") to the Distributor for distribution and sale in the territory specified below.

II. Definitions

A. Products

The term "Products" refers to the agricultural products listed in Exhibit A attached hereto and incorporated herein by reference.

B. Territory

The term "Territory" refers to the geographic area specified in Exhibit B attached hereto and incorporated herein by reference.

III. Appointment of Distributor

A. Exclusive/Non-Exclusive Appointment

The Supplier hereby appoints the Distributor as its exclusive distributor for the Products in the Territory, and the Distributor accepts such appointment.

B. Distributor's Responsibilities

1. The Distributor agrees to use its best efforts to promote, market, and sell the Products in the Territory.

2. The Distributor shall maintain an adequate and properly trained sales force and distribution network to ensure effective distribution of the Products.

3. The Distributor shall comply with all applicable laws and regulations related to the marketing, sale, and distribution of the Products.

IV. Supply of Products

A. Orders and Delivery

1. The Distributor shall submit purchase orders to the Supplier specifying the quantities of Products desired.

2. The Supplier shall use its best efforts to fulfill all purchase orders submitted by the Distributor in a timely manner.

3. Delivery terms shall be FOB, CIF, etc. as specified in each purchase order.

B. Pricing and Payment

1. The prices for the Products shall be as set forth in Exhibit C attached hereto and incorporated herein by reference.

2. The Distributor shall make payment to the Supplier in accordance with the payment terms specified in Exhibit D attached hereto and incorporated herein by reference.

V. Marketing and Promotion

A. Marketing Efforts

1. The Distributor shall develop and implement marketing and promotional strategies for the Products in the Territory.

2. The Supplier agrees to provide the Distributor with reasonable marketing support, including promotional materials and training.

B. Trademarks and Trade Names

1. The Distributor is authorized to use the Supplier's trademarks and trade names solely for the purpose of marketing and selling the Products in the Territory.

2. The Distributor acknowledges that all rights, title, and interest in and to the Supplier's trademarks and trade names remain the exclusive property of the Supplier.

VI. Confidentiality

A. Confidential Information

1. Each party acknowledges that during the term of this Agreement, it may receive confidential information from the other party.

2. Each party agrees to keep all such confidential information in strict confidence and not to disclose it to any third party without the prior written consent of the other party.

VII. Term and Termination

A. Term

This Agreement shall commence on the effective date and continue for a term of 3 years, unless terminated earlier as provided herein.

B. Termination

1. Either party may terminate this Agreement upon 10 days' written notice to the other party in the event of a material breach by the other party that is not cured within 30 days after written notice of such breach.

2. Either party may terminate this Agreement upon 30 days' written notice to the other party for any reason.

VIII. General Provisions

A. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of law principles.

B. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in the courts of [State].

C. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

D. Amendments

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

E. Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

F. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, return receipt requested, or by email to the addresses specified below:

For the Supplier: [Your Company Name]
[Your Company Address]
[Your Company Email]

For the Distributor: [Your Partner Company Name]
[Your Partner Company Address]
[Your Partner Company Email]

IN WITNESS WHEREOF, the parties hereto have executed this Agriculture Distribution Agreement as of the day and year first above written.

[Your Name]
[Your Title]
[Your Company Name]

[Partner Name]
[Partner Title]
[Your Partner Company Name]

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