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Distributorship Agreement
(Comprehensive)

Agreement to create a manufacturer-dealer agreement. Includes exclusive and non-exclusive agreements.

DISTRIBUTORSHIP AGREEMENT

_____________________, referred to as MANUFACTURER, and ____________________, referred to as DISTRIBUTOR, agree:

MANUFACTURER produces products in the following areas:

DISTRIBUTOR shall purchase an initial inventory from MANUFACTURER as described in the attached Exhibit "A."

The initial inventory shall be paid for on the following terms:

The DISTRIBUTOR shall have the exclusive right to sell the products of MANUFACTURER in the following geographic area:

MANUFACTURER shall refer all sales prospects and orders it receives that are within the DISTRIBUTOR'S exclusive area to DISTRIBUTOR.

DISTRIBUTOR shall maintain adequate facilities to provide after sale service to the purchasers of the products sold. This shall include a requirement to provide adequate staff and maintain an inventory of replacement parts.

Service within any warranty provided by MANUFACTURER shall be reimbursed to DISTRIBUTOR at:

MANUFACTURER, shall in its discretion determine if service is within warranty or not, and shall accordingly reimburse the DISTRIBUTOR.

The DISTRIBUTOR shall either user advertising materials prepared by the MANUFACTURER or shall submit the same for prior approval to the MANUFACTURER.

DISTRIBUTOR shall take all reasonable steps to protect the trademarks and other intellectual property rights of the MANUFACTURER.

The initial term of this distributorship shall be _________ months. The distributorship shall be renewed at the termination of each period, unless (14) days notice are given of non-renewal.

The MANUFACTURER may cancel the agreement for cause upon 30 days notice to the DISTRIBUTOR.

Upon termination of the agreement, the MANUFACTURER shall have the first option to purchase the remaining inventory of DISTRIBUTOR at cost. In addition, DISTRIBUTOR shall cease to use any tradenames, trademarks, or promotional...

(Excerpt)

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