“Goods”
means those items described in Exhibit B. Goods may be deleted from or added to Exhibit
B 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.
“Products”
means Goods, Accessories, and Spare Parts.
“Spare Parts means”
: (i) all parts and components of the Goods; (ii) any special devices used in
connection with the maintenance or servicing of the Goods. Company warrants that a complete list of
Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C 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 Exhibit D.
“Territory”
means the following geographic area or areas: [SPECIFY].
“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 Exhibit E.
2. APPOINTMENT OF DISTRIBUTOR
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.
Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory.
Distributor shall not establish an office or warehouse outside the Territory for the sale of Products.
3. REFERRALS
If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the
Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that
Affiliate to, refer such party to Distributor for handling.
4. RELATIONSHIP OF PARTIES
a. Distributor is an independent contractor and is not the legal representative or agent of
Company for any purpose and shall have no right or authority (except as expressly provided in
this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of
Company's employees, all of whom are entirely under the control of Company, who shall be
responsible for their acts and omissions.
b. Distributor shall, at its own expense, during the term of this Agreement and any extension
thereof, maintain full insurance under any Workmen's Compensation Laws effective in the
state or other applicable jurisdiction covering all persons employed by and working for it in
connection with the performance of this Agreement, and upon request shall furnish Company
with satisfactory evidence of the maintenance of such insurance.
c. Distributor accepts exclusive liability for all contributions and payroll taxes required under
[LAWS] or other payments under any laws of similar character in any applicable jurisdiction as
to all persons employed by and working for it.