DISTRIBUTION AGREEMENT
This Distribution Agreement (the ”Agreement”), is effective [EFFECTIVE DATE],
BETWEEN:
[YOUR COMPANY NAME]
(the “Company”), a corporation organized and
existing under the laws of the [State/Province] of [STATE/PROVINCE], with its
head office located at:
[YOUR COMPLETE ADDRESS]
AND:
[DISTRIBUTOR NAME] (the "Distributor"), a corporation organized and existing
under the laws of the [State/Province] of [STATE/PROVINCE], with its head
office located at:
[COMPLETE ADDRESS]
RECITALS
WHEREAS, Company has developed certain computer programs and related documentation more
particularly described in Schedule A attached hereto (the "Products") and desires to grant Distributor
the right to market and distribute the Products; and
WHEREAS, Distributor is in the business of marketing and distributing computer-related products and
desires to have Developer grant to it the right to market and distribute the Products.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as
follows:
1. DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such
meanings to be applicable to both the singular and plural forms of the terms defined:
“
Agreement
” means this agreement, the Schedules attached hereto and
any documents included by
reference, as each may be amended from time to time in accordance with the terms of this
Agreement.
“Affiliate”
means any company controlled by, controlling, or under common control with Company.
Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or
indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or
hereafter, directly or indirectly, in effective control of Company; or (ii) twenty-five percent (25%) or
more of any class of the voting stock of which Company, or a party described in paragraph (i), owns,
now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is,
now or hereafter, directly or indirectly, in control.
“Customer”
or
“End
-
User”
means any person or company who purchases or leases Products from
Distributor.
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