“Delivery Point”
means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's
facilities at [FULL ADDRESS].
“Schedule”
means a Schedule attached to this Agreement.
“Products”
means those items described in Schedule A. Products may be deleted from or added to
Schedule A and their specifications and design may be changed by Company at its sole discretion at
any time by mailing written notice of such changes to Distributor. Each change shall become effective
[NUMBER] days following the date notice thereof is sent to Distributor.
“Specifications”
means those specifications set forth in Schedule D.
“Territory”
means the geographic area or areas identified in Schedule B.
“Trademark”
means any trademark, logo, service mark or other commercial designation, whether or
not registered, used to represent or describe the Products of Company, as set forth in Schedule E.
2. APPOINTMENT OF DISTRIBUTOR
2.1 Appointment
Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the
Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent
its distributors located elsewhere from supplying Products for sale or use within the Territory and that
it has no obligation to do so.
OR
Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory,
and Distributor accepts that position.
a. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor
or servicer in the Territory for the Products other than Distributor, (ii) shall not, and shall cause
any Affiliate not to, knowingly sell Products to any person other than Distributor or a party
designated by Distributor for use or resale within the Territory (except pursuant to any
agreement effective at the time this Agreement became applicable to the service so provided),
and (iii) shall use its best efforts to prevent any party other than Distributor from seeking
customers for the Products in the Territory, from establishing any branch related to the
distribution of Products in the Territory, or from maintaining any distribution depot with respect
to the Products in the Territory.
b. Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other
than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate,
had reason to know at the time of its sale of that Product that such resale was likely to occur,
Company shall, immediately after the trigger sale (which shall be the resale of the Product in
the territory or the sale immediately preceding the use of the Product in the Territory) is
contracted, pay to the Distributor [PERCENT] % of the price of that Product under this
Agreement at the time that the trigger sale was contracted, which payment shall represent a
recapture of certain advertising and capital expenditures made by Distributor. Nothing
contained in this Section shall affect any other right or remedy which Distributor may have
pursuant to this Agreement.
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