Free Exclusive Supply Agreement Format

This Exclusive Supply Agreement ("Agreement") is made and entered into as of the [Date], by and between:

[Your Company Name], a [Type of Business Entity] with its principal office located at [Supplier Address] ("Supplier"), and

[Buyer Name], a [Type of Business Entity] with its principal office located at [Your Company Address] ("Buyer").

Each may be referred to individually as a "Party" and collectively as the "Parties."

1. RECITALS

WHEREAS, the Supplier agrees to exclusively supply certain goods or services to the Buyer;

WHEREAS, the Buyer desires to purchase goods or services exclusively from the Supplier as described in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:

2. DEFINITIONS

• "Goods" refers to [Describe Goods/Products] to be supplied under this Agreement.

• "Territory" means [Specify Geographical Area, e.g., United States, Europe, etc.].

• "Exclusive Supply" refers to the commitment by the Supplier to supply the Goods solely to the Buyer within the specified Territory during the Term of this Agreement.

3. APPOINTMENT AND EXCLUSIVITY

• The Supplier hereby grants to the Buyer the exclusive right to purchase the Goods within the Territory, and the Buyer agrees to purchase all such Goods solely from the Supplier during the Term of this Agreement.
  

• The Buyer agrees not to purchase, nor will it distribute, sell, or otherwise deal with any competing products during the Term of this Agreement within the Territory.

4. SUPPLY AND DELIVERY

• Quantity and Price: The Supplier agrees to supply the Goods in the quantities and at the prices set forth in [Exhibit A/Price Schedule] attached hereto.
  

• Delivery Terms: The Goods shall be delivered according to the terms specified in [Exhibit B/Delivery Schedule]. Delivery will be made [FOB, CIF, etc.] to the Buyer's designated location.
  

• Lead Time: The Supplier agrees to meet delivery lead times as outlined in [Exhibit C/Delivery Timetable].

5. PAYMENT TERMS

• Price: The price of the Goods shall be as set forth in [Exhibit A] and may be subject to adjustments as provided for in this Agreement.
  

• Payment Schedule: The Buyer shall pay the Supplier in accordance with the payment terms outlined in [Exhibit D/Payment Terms].
  

• Payments are due within [X] days from the date of invoice.

6. TERM AND TERMINATION

• Term: This Agreement shall begin on [Start Date] and continue for [X] years, unless terminated earlier in accordance with the provisions of this Agreement.
  

• Termination for Convenience: Either Party may terminate this Agreement by providing [X] days' written notice to the other Party.
  

• Termination for Cause: Either Party may terminate this Agreement immediately if the other Party breaches any material term of this Agreement and fails to remedy the breach within [X] days of receiving notice.

7. CONFIDENTIALITY

• Each Party agrees to maintain the confidentiality of any proprietary or confidential information shared between the Parties under this Agreement, and to not disclose such information to any third party without the other Party’s prior written consent.

8. INTELLECTUAL PROPERTY

• Ownership: All intellectual property rights in the Goods shall remain with the Supplier.
  

• License: The Buyer is granted a limited, non-transferable license to use the Supplier’s intellectual property only for the purpose of marketing and selling the Goods within the Territory.

9. WARRANTY AND LIABILITY

• Supplier’s Warranty: The Supplier warrants that the Goods will be free from defects in material and workmanship for a period of [X] months after delivery.
  

• Limitation of Liability: The Supplier’s liability for any breach of this Agreement shall be limited to the amount paid by the Buyer for the Goods in question.

10. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond their reasonable control, including, but not limited to, natural disasters, war, labor disputes, or governmental actions.

11. GOVERNING LAW AND DISPUTE RESOLUTION

• This Agreement shall be governed by the laws of [State/Country].
  

• Any dispute arising out of or in connection with this Agreement shall be resolved through [arbitration/mediation] in [Location] in accordance with the rules of [Arbitration Institution].

12. MISCELLANEOUS

• Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to its subject matter.
  

• Amendments: This Agreement may be amended only in writing and signed by both Parties.
  

• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect.
  

• Assignment: The Buyer may not assign or transfer this Agreement without the prior written consent of the Supplier.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

[Your Name]

[Your Company Name]

[Date]

[Buyer Name]

[Buyer Company Name]

[Date]

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