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Sole Distributorship Agreement
(Long form - Comprehensive)

Between

(...A CO. LTD...) (...Country/State...)

(hereinafter referred to as "Seller")

and

(...B CO. LTD...) (...Country/State...)

(hereinafter referred to as "Distributor")

WITNESSETH :

Whereas Seller manufactures and markets certain Products as defined in Article 2 hereunder and whereas Seller desires to appoint Distributor solely in the Territory hereinafter described in order to reach a steadily growing market share for Products, and Distributor is willing to undertake distribution for the Products.

Now, therefore, Seller and Distributor agree as follows:

Article 1. Objective

Seller hereby appoints Distributor to the Sole Distributorship of Products as defined in Article 2, in the Territory as defined in Article 3, and Distributor accepts such appointment and agrees to respect the terms and conditions hereinafter set out.

During the term of this Agreement Seller agrees to supply Distributor with Products on a continuous basis. Distributor agrees to purchase such Products from Seller and to use its best efforts to sell Products in the Territory as specified hereafter in Article 3.

Article 2. Products and Conditions

"Products" shall mean the Products listed in Schedule A under the Product names, model number and guarantee periods mentioned therein. The FOB (...Country...) prices shall mean the prices listed in Schedule B. The conditions of sale shall be those shown in Schedule C. Schedules A, B and C attached hereto are an integral part of the Agreement.

Products transacted under this Agreement shall include instruments, devices, reagents, disposable products, accessories and parts made in (...Country/State...).

Seller shall be entitled at any time to add, replace or delete any item of Products listed in Schedule A, provided that it so advises Distributor at least (Number of ...) days in advance by registered mail specifying the effective date of the change made to Schedule A.

Article 3. Territory

Distributor shall be the only distributor in the following geographical area (hereinafter referred to as the "Territory"):

(...Country...)

Seller agrees not to appoint any other Distributor in the Territory for distributing the Products covered by this agreement other than through Distributor, and shall refer to Distributor any inquiry received from a third party in the said Territory. Any inquiry coming to Distributor from outside the Territory shall be promptly referred to Seller.

Article 4. Duration

This agreement shall be effective from (...date...) and shall terminate on (...date...), subject to the provisions of Article 7 hereinafter.

The decision whether or not to renew this Agreement shall be determined through consultation between Seller and Distributor three months before the said termination date. If no decision to renew the agreement is reached, the agreement shall terminate and neither party shall be required to pay any compensation to the other party as a result of any losses suffered by such party due to such termination.

Article 5. Distributor's Obligations

Distributor shall act as an independent contractor, purchasing Products from the Seller and reselling them in its own name and on its own behalf. Distributor shall devote its best efforts for the adequate promotion, exploitation and development of sales of Product within the Territory and shall maintain an organization sufficient therefore.

Distributor shall not act as agent for Seller under this Agreement, nor shall Distributor have any right or power hereunder to act for or to bind Seller in any respect or to pledge its credit.

This agreement shall not be deemed to create any employer / employee relationship between Seller and Distributor, nor any agency, franchise, joint venture or partnership relationship between parties.

Following the execution of this agreement, Distributor shall promptly open one retail store in the territory, at a location of its choosing, for the sale, lease, or renting of the products. Distributor shall open additional retail stores in the territory when and where, in its sole discretion (which shall be reasonably exercised), it becomes necessary or desirable to do so.

Distributor shall refrain from engaging, directly or indirectly, in the sale, lease, or renting of any items, components, or products which serve the same functions as the products, other than the products.

Article 6. Seller's Obligations

All orders are subject to acceptance by Seller at its offices in (...Country...) but orders will normally be accepted subject to the availability of the supplies. Seller shall acknowledge all orders within four weeks after receipt and send Distributor a confirmation in writing for orders Seller accepts.

Seller shall use its best efforts to execute any orders accepted within the periods mentioned on such order.

However, Seller shall not be liable for any delay in the execution of such orders, the delivery dates given below an indication.

Seller shall refrain from selling any product to any person, other than Distributor, who is engaged in the business of reselling, leasing, or renting products similar to the products within the territory, or the business of selling, leasing or renting products similar to the products within the territory, or to any person for direct use if delivery will be made to a location within the territory.

Seller shall promptly refer to Distributor all leads, prospects, and related information which are directed to it or which it receives regarding potential purchasers of any product within the territory.

Seller shall, in the event he discontinues the manufacture of any of the products, continue, for a reasonable time after such discontinuance, to make available to Distributor replacement parts for such discontinued products, to the extent reasonably anticipated by Seller to be necessary to service such discontinued products previously sold to Distributor.

Seller shall provide Distributor with suggested retail list prices for each of the products sold to Distributor but such prices shall in all cases be suggestions only and shall not be binding upon Distributor.

Seller further undertakes to:

(a) supply Distributor with all technical and scientific information that it deems necessary for the marketing of Product, together with the documentation relating to said Product.

(b) supply the technicians designated by Distributor, at the latter's expense, the fullest technical training on Products with all technical documentation necessary for the execution of their duties.

(c) supply Distributor (a) with the list of tools necessary for the verification, repair and regulation of Product and (b) with the list of spare parts, consumables and reagents necessary for a good quality after-sales service.

(d) supply by its specialized personnel, at the request of Distributor and in consideration of a fair remuneration to be fixed by parties, the technical assistance necessary for the servicing which Distributor's technicians may not have been able to carry out themselves.

Article 7. Earlier Termination

Each party may terminate the present contract with immediate effect, in occurrence of an important event constituting a justifiable reason for the contract termination, by written notice sent by registered mail with return receipt.

A justifiable reason for the contract termination is any violation of the contract obligations that is of sufficient importance not to allow for the continuing of the relationship on a reciprocal confidence basis. The parties jointly declare that the violation of the provisions under Articles (...Numbers...) of the present contract is to be considered as a justifiable reason for the contract termination.

The following events shall also be considered as justifiable reasons for contract termination: bankruptcy, any kind of composition between the bankrupt and the creditors, death or incapacity of Distributor, civil or criminal sentences which may affect his reputation or hammer his activities, as well as important chances in the juridical structure or in the management of Distributor company. In particular, it is understood that Seller may immediately terminate the contract from the moment when Mr/Mrs (...Identity...) shall cease to be of the Distributor company (...Details...)

Article 8. Sales Efforts

Distributor shall sell no product which competes with Products listed in Schedule A., without the Seller's prior written consent. Distributor shall annually, starting on (...Date...) of one year and ending (...Date...) of the next year, buy from Seller and effect the sale of a total of (...Currency...) worth of Products specified in Schedule A. This total (...Currency...) worth of Products will be revised annually upon mutual consultation of the parties. If such amount is not decided upon, or if the amount that was decided upon for the preceding year was not purchased from Seller by Distributor, Seller may terminate this agreement by giving three months written notice to Distributor at any time during the six months after the end of...

(Excerpt)

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