Exclusive Distribution Agreement Example

(a) nomination. Subject to the terms of this Agreement, including, but not limited to the General Terms of Sale, the supplier herebly names the distributor as the exclusive distributor of products within the territory, and the distributor hereshes with this agreement. The distributor undertakes not to market products through negotiators without the supplier`s prior written consent. This agreement and the attached statement (which is expressly included in this reference) contain the full and comprehensive agreement between the parties regarding the purpose of this agreement. It replaces all previous negotiations, submissions and proposals, in writing or any other means, relating to its purpose. Changes, amendments or amendments to this agreement must be established by a text signed by the authorized representatives of both parties. The distributor recognizes and accepts that any failure of the supplier to impose at any time or for a certain period of time is not considered or interpreted as a waiver of these provisions or as the supplier`s right to apply each of these provisions. This agreement can be concluded in several counter-pieces, each being considered original. The provisions of this contract, which are not fully met by the express terms of this agreement for the duration of the agreement, remain beyond the termination of that agreement, to the extent that this is applicable.

The supplier may provide the distributor with certain confidential or protected information (“confidential information”). Confidential information includes information, whether written, electronic or oral, that the distributor knows is a proprietary, confidential or commercial trade secret of the supplier, including all technical or commercial information, software, including its source code and documentation, specifications and design information for suppliers, maintenance information, customer lists , price information, marketing information, policies, procedures and manuals through distributors or distribution channels. , research and development and other proprietary substances related to supplier products or supplier activities. The distributor will refrain from using the confidential information unless necessary to exercise its rights or fulfill its obligations under this Agreement. The distributor will also limit the disclosure of confidential information to those who must be aware of such confidential information in order to enable the distributor to comply with its obligations and to enjoy the rights conferred on it by this agreement. These persons are informed of the provisions of this section and agree with them and the distributor remains responsible for any unauthorized use or disclosure of confidential information by any of them. At the end of the agreement (or earlier, at the supplier`s request), the distributor will stop using all confidential information and immediately destroy the supplier (or destroy it, at the supplier`s request) all documents (written or electronic) in its possession or control, which constitute confidential information.