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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:


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. 

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.


APPOINTMENT OF DISTRIBUTOR

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. 

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. 

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. 


LICENSE

Distribution License Conditions
Distributor shall only distribute the Products to end-users (the "End-Users") who enter into an End-User License Agreement (as hereinafter defined). Except for certain modules of the Maintenance Version (as hereinafter defined) provided by Company solely to Distributor hereunder, the software Products shall be in executable object code form only and Distributor shall have no other right to the source code of such Products. Distributor shall not modify, translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Products supplied hereunder, or adapt the Products in any way or for use to create a derivative work. Distributor may not, and may not permit End-Users to, use, reproduce, sublicense, distribute or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement.

The Territory
Distributor may market and distribute the Products solely within the geographical limits set forth in Schedule B attached hereto (the "Territory"). Company retains the right, in its sole discretion, to change the Territory assigned to Distributor upon [NUMBER] days prior written notice to Distributor.

License of the Products to End-Users
In connection with Distributor's license and distribution of the Products to End-Users, Distributor will have End-Users execute an End-User License Agreement in the form attached hereto as Schedule C (the "End-User License Agreement"). Distributor may not negotiate the terms of the End-User License Agreement with any prospective End-User or agree to any conflicting, different or additional terms from those set forth in the End-User License Agreement without Company's prior written consent. Company shall have no liability to Distributor in the event any prospective End-User refuses to agree to enter into an End-User License Agreement. 

Product Changes
Company retains the right, in its sole discretion, to upgrade or modify the Products from time to time. In addition, upon [NUMBER] days prior written notice to Distributor, Company may add or delete Products from Schedule A. Upon receipt of any such notice of an upgrade or modification, or upon the expiration of the notice period set forth above for additions or deletions to Schedule A, Distributor shall cease to market and distribute earlier versions of the Products deleted from Schedule A.

License to Use Trademark and Trade Name
Any and all trademarks and trade names which Company uses in connection with the license granted hereunder are and remain the exclusive property of Company. Nothing contained in this Agreement shall be deemed to give Distributor any right, title or interest in any trademark or trade name of Company relating to the Products. Subject to notice from Company in writing which modifies or cancels such authorization, during the term of this Agreement, Distributor may use the trademarks and trade names specified by Company in writing for normal advertising and promotion of Products.


NO MODIFICATIONS OR BUNDLING

No Modifications
The Distributor will not, without the prior written consent of the Company modify, alter, adapt, disassemble, reverse engineer, decompile or amend the Products in any way.

Distributor's Name and Logo
The Distributor may, with the prior written approval of the Company, affix the Distributor's name and logo on the Product in the manner approved by the Company.

No Bundling
The Distributor will not bundle, package or otherwise distribute the Product with, or as part of, any other product or collection of products without the prior written approval of the Company.
MAINTENANCE AND SUPPORT

Company Support
For the maintenance and support fee set forth in Section 5.3, Company will provide Distributor with the maintenance services described in Schedule F attached hereto ("Company Support"). Company reserves the right to designate any modified or updated versions of the Product as new Products, which are not required to be provided under Company Support. Such new Products will only be provided to Distributor for distribution to End-Users under maintenance subject to the payment of additional license and support fees as designated by Company. Company will use reasonable efforts to respond to Distributor's inquiries regarding support in a timely manner, however, Company does not guarantee the timeliness of its responses or that it will be able to answer all of Distributor's inquiries.

Distributor Support
Except for the explicit support obligations of Company set forth in Section 5.1, Distributor shall remain solely responsible for all installation, maintenance and support services to the End-Users with regard to the Products. Company agrees to deliver to Distributor together with the first Order delivered to Distributor a maintenance version of such Products which shall include certain modules of the software Products in source code form (the "Maintenance Version"). The Maintenance Version shall be used solely by Distributor's personnel providing maintenance services to End-Users and shall only be used at Distributor's site. Distributor's failure to use or maintain the confidentiality of the Maintenance Version pursuant to the terms of this Agreement shall be deemed a material breach of this Agreement.

Maintenance and Support Fee
For the Company Support, Distributor shall pay to Company annually, in advance, a maintenance and support fee equal to [%] of the Prices for the Products licensed to all current End Users, or such amount as may otherwise be agreed to in writing by Company (the "Company Support Fee"). With each annual payment of the Company Support Fee, Distributor shall include a list of all current End-Users and a report showing the additions and deletions of End-Users from the previous list, and the date of such addition or deletion. 

Audit Rights
Distributor shall maintain accurate books and records of all licenses granted for the Products, End-Users receiving maintenance and the Company Support Fees payable. Upon reasonable notice to Distributor, and no more frequently than twice a year, Distributor shall make such books and records available to Company, at Distributor's place of business during normal business hours, to audit the payments being made by Distributor hereunder.

Distributor Training
For a period of [NUMBER] days after the date of this Agreement, Distributor may request Company to provide [NUMBER] day of on-site training and assistance to [NUMBER] of Distributor's personnel who attend such training. After the [NUMBER] day period and for any additional on-site training and assistance requested by Distributor, Distributor agrees to pay Company's then current standard rates. Distributor shall reimburse Company for any out-of-pocket expenses, including travel-related expenses incurred by Company to attend the training sessions. 

End-User Training and Company Consulting Services
Distributor shall be solely responsible for the training of End-Users. Company shall be available at its then current standard rates to provide training, special enhancements, customization and other special work or services which are not covered by this Agreement.





CONFIDENTIALITY AND PROPRIETARY RIGHTS

6.1 Confidentiality
Distributor acknowledges that in the course of dealings between the parties, Distributor may acquire information about Company, its business activities and operations, its technical information and trade secrets, including but not limit to the Products, all of which are highly confidential and proprietary to Company (the "Confidential Information"). Confidential Information shall not include information generally available to or known by the public, or information independently developed outside the scope of this Agreement. Distributor shall hold all such Confidential Information in strict confidence and shall not reveal the same except pursuant to a court order or upon request of Company. The Confidential Information shall be safeguarded with at least as great a degree of care as Distributor uses to safeguard its own most confidential materials or data relating to its own business, but in no event less than a reasonable degree of care.

6.2 Proprietary Rights
Distributor acknowledges and agrees that the Products, and all copies thereof, constitute valuable trade secrets of Company and/or proprietary and confidential information of Company and title thereto remains in Company. Ownership of all applicable copyrights, trade secrets, patents and other intellectual property rights in the Products are and shall remain vested in Company. All other aspects of the Products, including without limitation, programs, methods of processing, design and structure of individual programs and their interaction and programming techniques employed therein shall remain the sole and exclusive property of Company and shall not be sold, revealed, disclosed or otherwise communicated, directly or indirectly, by Distributor to any person, company or institution whatsoever other than as expressly set forth herein. The copyright notice and restricted rights legends contained in the Products shall appear on all tangible media distributed by Distributor.

6.3 Specific Remedies
If Distributor commits a breach of any of the provisions of Sections 6.1 and 6.2 above, Company shall have, in addition to all other rights in law and equity, (a) the right to have such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach will cause irreparable injury to Company and that money damages will not provide an adequate remedy, and (b) the right to require Distributor to account for and pay to Company all compensation, profits, monies or other tangible benefits (collectively "Benefits") derived or received as the result of any transactions constituting a breach of any of the provisions of this Article 6, and Distributor hereby agrees to account for and pay such Benefits.


LIMITED WARRANTY

Limited Warranty
For [NUMBER] days after delivery of a Product to Distributor, Company warrants that media upon which the Products are delivered shall be of good quality and workmanship. Upon written notice from Distributor of defective media for a Product, Company shall use reasonable efforts to promptly provide replacement media.

Disclaimer of Warranties
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN ARTICLE 7.1, THE PRODUCTS ARE PROVIDED "AS IF". COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS OR DEFECTS IN THE TAPE, DISKETTE OR OTHER TANGIBLE MEDIA AND DOCUMENTATION, OPERATION OF THE PRODUCTS, AND ANY PARTICULAR APPLICATION OR USE OF THE PRODUCTS.



LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. COMPANY'S MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT BY DISTRIBUTOR TO COMPANY WITHIN [NUMBER] MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE GIVING RISE TO THE CLAIM.


DISTRIBUTOR OBLIGATIONS

9.1 Marketing Efforts
Distributor agrees to use its best efforts to promote the sale of the Products in the Territory. Distributor agrees to permit Company to review all of Distributor's promotion and advertising material for the Products prior to use. Distributor shall not use and shall withdraw and retract any promotion or advertising that Company finds unsuitable, or is in breach of the terms of this Agreement. For the then current license fee, Company agrees to deliver to Distributor a single-user version of the software Product (the "Single-User Version"). In the event Company delivers the Single-User Version to Distributor, use of the Single-User Version shall be subject to the terms and conditions of this Agreement.

9.2 Prohibited Practices
Distributor may not make any contracts or commitments on behalf of Company nor make any warranties or other representations regarding the Products other than those authorized herein or by Company in a separate writing. 


ACCOUNTS, AUDITS AND INSPECTION 

10.1 Distributor to Keep Records
The Distributor will keep all proper books, records and accounts ("Records") relating to the distribution of the Product and will retain such Records for a period of [NUMBER] years after the date of termination of this Agreement.

10.2 Company's Right to Inspect Records
The Company is entitled, on [NUMBER] Business Days prior notice in writing to the Distributor, to attend (or appoint an independent accountant to attend) the Distributor's premises and inspect such of the Distributor's Records as may be reasonably necessary to verify the information contained in any Report delivered by the Distributor under this Agreement. The Distributor must permit any such inspection at any time up to [NUMBER] years after termination of this Agreement.

10.3 Payment of Any Difference Revealed by Inspection

If an inspection under Article 10.2 reveals that the total amount payable to the Company in respect of any Calendar Quarter is a sum greater than the amount specified in the relevant Report or Reports, then the Distributor will pay to the Company the difference within [NUMBER] days of demand in writing by the Company which demand will be accompanied by a copy of any accountant's report.

If the amount payable to the Company under this Article 10.2 exceeds the amount specified in the relevant Report or Reports by 5% or more, then the Distributor will also pay the costs and expenses of that inspection.

10.4 If Reports Not Delivered

If the Distributor fails to deliver a Report or Reports within the time required by Article 5.4, the Company may appoint an independent accountant to examine the Records of the Distributor for the purpose of ascertaining the amount payable by the Distributor for the relevant Calendar Quarter.

The Distributor will permit that accountant to inspect the Distributor's Records.

The amount certified by that accountant to be payable in respect of any Calendar Quarter together with the costs and expenses of that inspection are payable by the Distributor within [NUMBER] days of demand by the Company for that amount, such demand to be in writing and accompanied by a copy of the accountant's report.

10.5 Inspection of Distributor's Facilities
In addition to the foregoing rights of inspection, the Company may during regular Business Hours on not less than [NUMBER] Business Days' prior written notice inspect the Distributor's premises and facilities in order to verify the Distributor's compliance with any terms of this Agreement.


MARKETING AND PROMOTION

11.1 Marketing Plan
The Distributor will comply with the Marketing Plan in relation to the publicity, advertising and marketing strategies of the Product in the Territory. Any variations to the Marketing Plan will be agreed in writing by the parties. Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. 

11.2 Company to Approve all Marketing Material     
The Distributor will submit all advertising, sales promotion and public relations material used from time to time by the Distributor and relating to the Product for the Company's prior written approval. Subject to Article 11.2, no such material may be used in conjunction with the promotion of the Product without the Company's prior written approval.

11.3 Company's Approval
The Company will notify the Distributor within [NUMBER] Business Days following receipt of the material referred to in Article 11.2 whether it approves, disapproves or requires any alteration to such material. If no notification is received within the said period, the Company will be deemed to have given its approval. The Company will not unreasonably withhold its consent to such material.


WITHDRAWAL OF PRODUCT

12.1 Suspension of Distribution
The Company may direct the Distributor in writing to suspend the distribution of the Product (and the Distributor will comply with that direction) for a period up to [NUMBER] days ("Suspension Period") if:

The Product is defective; or

If the Company is advised by its legal advisers that the Product:

i) infringes or may infringe the Intellectual Property Rights of any person; or

    ii) is or may be defamatory, obscene, false, misleading or deceptive.

12.2 Distributor to Notify
If the Distributor becomes aware of any of the matters described in Articles 12.1(A) or (B), the Distributor will immediately notify the Company in writing and request the Company to issue a direction under Article 12.1. The Company will not be obliged to issue any such direction.

12.3 If Company is Unable to Rectify the Product
If the Company is unable to rectify the Product within the Suspension Period, such inability will constitute a Termination Event.

12.4 If Company is Able to Rectify the Product
If the Company is able to rectify the Product within the Suspension Period (or any extension thereof agreed by the parties) the Distributor must resume distribution of the Product.


TERM AND TERMINATION

13.1 Term
This Agreement shall have an initial term of [NUMBER] years from the Effective Date (the "Initial Term"), and shall thereafter automatically renew for successive [NUMBER] year(s) periods (each a "Renewal Term"), unless earlier terminated in accordance with the terms of this Agreement. Either party may cancel this Agreement effective on the last day of the Initial Term, or any Renewal Term, by serving written notice of such termination on the other party at least [NUMBER] days prior to the effective date thereof.

13.2 Company Termination
This Agreement may be terminated immediately by Company under any of the following conditions:

If one of the parties shall be declared insolvent or bankrupt;

If a petition is filed in any court to declare one of the parties bankrupt or for a reorganization under the Bankruptcy Law or any similar statute and such petition is not dismissed in [NUMBER] days or if a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties;

If Distributor does not pay Company within [NUMBER] days from the date that any payments are due hereunder; 

If Distributor breaches the provisions of Sections 6.1 or 6.2 of this Agreement; or

If Distributor otherwise materially breaches the terms of this Agreement, and such breach is not cured within [NUMBER] days after written notice of such breach is given by Company.

13.3 Duties Upon Termination
Provided termination is not a result of a material breach of Sections 6.1 or 6.2, the parties agree to continue their cooperation in order to effect an orderly termination of their relationship. Distributor may continue running the Maintenance Version solely for purposes of providing maintenance to End-Users granted licenses pursuant to an End User License Agreement prior to termination. Upon termination, Distributor shall have no right to order or receive any additional copies of the Products and all of Distributor's rights and licenses granted hereunder shall immediately cease. Within [NUMBER] days of termination, Distributor shall return all copies of any promotional materials, marketing literature, written information and reports pertaining to the Products that have been supplied by Company. 





INDEMNIFICATION

14.1 Copyright Indemnification
Company shall indemnify, defend and hold Distributor harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, directly resulting from any infringement or violation of any copyright with respect to the Products, as so awarded against Distributor by a court of competent jurisdiction, and provided Distributor is not in breach of this Agreement. Following a decision by a court of competent jurisdiction that the Products infringe any third party's copyright, Company shall, in its sole discretion:

Procure for Distributor the right to continue to use, distribute and sell the Products at no additional expense to Distributor;

Provide Distributor with a non-infringing version of the Products with substantially similar functionality; 

Notify Distributor that the Products are being withdrawn from the market and immediately terminate this Agreement.

14.2 Distributor Indemnification
Distributor shall indemnify, defend and hold Company harmless from any claims, demands, liabilities or expenses, including reasonable attorneys' fees, incurred by Company as a result of any claim or proceeding against Company arising out of or based upon (i) the combination, operation or use of the Products with any hardware, products, programs or data not supplied or approved in writing by Company, if such infringement would have been avoided but for such combination, operation or use or (ii) the modification of the Products by Distributor or End-Users.


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. 


RELATIONSHIP OF PARTIES 

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. 

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 jurisdiction or other applicable law 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. 

Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. 

Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. 
SALE OF PRODUCTS BY DISTRIBUTOR

Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory.

The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products ("Annual Market Potential") will be purchased and distributed in the Territory during the first year of this Agreement. 

At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. 


COMPETING PRODUCTS 

Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. 


NEW PRODUCTS

If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or
distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. Distributor may request from Company distribution rights for that product in the Territory, or any portion thereof, and if so requested, Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on
terms and conditions no less favorable than th ose provided in this Agreement with respect to Products. 

If Distributor does not obtain those distribution rights or obtains them only for a portion of the Territory, and Company or an Affiliate later desires to offer those distribution rights for the Territory or any portion thereof to another party, Company shall first, or shall cause such Affiliate to first, make that offer in writing to Distributor on terms and conditions which shall be specified fully in that offer. That offer shall contain a full description of the subject product and its operation. 

Distributor may request, and Company shall promptly provide, or shall cause such Affiliate promptly to provide, further information concerning the product or the offer. If Distributor fails to accept such offer, Company or the Affiliate may then offer the product to another party for distribution in the Territory, but may not offer it on terms and conditions more favorable than those offered to Distributor. If Company or the Affiliate desires to make a better offer to another party, Company shall first, or shall cause the affiliate first to, make such better offer to Distributor in accordance with the procedure set forth above. 


DISTRIBUTOR SALES, SERVICE AND STORAGE FACILITIES 

Distributor shall, at its expense, engage and maintain a sales, service and products handling organization in the Territory, staffed with such experienced personnel as are necessary to enable distributor to perform its obligations under this Agreement. 

Distributor shall, at its expense, maintain facilities and personnel in the Territory that will enable it promptly and satisfactorily to perform, at a reasonable price, all necessary servicing of Products sold by Distributor. To assist Distributor in the discharge of this service and maintenance function, Company shall provide service and maintenance training, without charge, to any reasonable number of Distributor's personnel as Distributor shall designate. 
TRAINING OF DISTRIBUTOR

As promptly as practicable after execution of the Agreement, Company shall transmit to Distributor information, materials, manuals and other technical documents necessary to enable Distributor to perform its obligations under this Agreement. Throughout the term of this Agreement and any extension thereof, Company shall continue to give Distributor such technical assistance as Distributor may reasonably request. Distributor shall reimburse Company for all reasonable out-of-pocket expenses incurred by Company in providing technical assistance. 


TERMS OF PURCHASE AND SALE OF PRODUCTS

Distributor shall purchase its requirements for the Products from Company. Such requirements shall include (i) purchasing and maintaining an inventory of Products that is sufficient to enable Distributor to perform its obligations hereunder, and (ii) at least one (1) demonstration model of the Products. 

Each order for Products submitted by Distributor to Company shall be subject to the written acceptance of Company, and Company may, in its own discretion, accept or reject any order for Products without obligation or liability to Distributor by reason of its rejection of any such request. 

Company shall supply to Distributor sufficient Products to enable Distributor to meet the full demand for Products in the Territory. 

All orders for Products transmitted by Distributor to Company shall be deemed to be accepted by Company at the time such orders are received by Company to the extent that they are in compliance with the terms of this Agreement and Company shall perform in accordance with all accepted orders. Company shall confirm its receipt and acceptance of each order written [NUMBER] days of receipt of the order. 

Purchases for Resale only. All Products purchased by Distributor shall be purchased solely for commercial resale or lease, excepting those Products reasonably required by Distributor for advertising and demonstration purposes. 


ORDER PROCEDURE 

Each order for Products issued by Distributor to Company under this Agreement shall identify that it is an order and shall further set forth the delivery date or dates and the description and quantity of Products which are to be delivered on each of such dates. An order for Products shall not provide a delivery date less than [NUMBER] days after the date that order is delivered to Company. 

The individual contracts for the sale of Products formed by Distributor's submission of orders to Company pursuant to the terms and conditions hereof shall automatically incorporate, to the extent applicable, the terms and conditions hereof, shall be subject only to those terms and conditions (together with all terms in orders which are contemplated by this Agreement) and shall not be subject to any conflicting or additional terms included in any documents exchanged in connection therewith.






CANCELLATION OF ORDERS

All cancellation of orders by Distributor shall be in writing, or if not initially in writing, shall be confirmed in writing. If Distributor cancels an order, which has been accepted by Company, Distributor shall reimburse Company for any cost incident to such order incurred by Company prior to the time it was informed of the cancellation.


PURCHASE PRICE 

The prices for Products, and any discounts applicable thereto, are set forth in Schedule G. All prices are F.O.B. the Delivery Point. If the price for any Product is not set forth on Schedule G and Distributor nevertheless orders such a Product from Company, the parties hereby evidence their intention thereby to conclude a contract for the sale of that Product at a reasonable price to be determined by the Parties mutually negotiating in good faith. 


PRICE CHANGES

Company reserves the right, in its sole discretion, to change prices or discounts applicable to the Products. Company shall give written notice to Distributor of any price change at least [NUMBER] days prior to the effective date thereof. The price in effect as of the date of Distributor's receipt of notice of such price change shall remain applicable to all orders received by Company prior to that effective date.


PACKING

Company shall, at its expense, pack all Products in accordance with Company's standard packing procedure, which shall be suitable to permit shipment of the Products to the Territory; provided, however, that if Distributor requests a modification of those procedures, Company shall make the requested modification and Distributor shall bear any reasonable expenses incurred by Company in complying with such modified procedures which are in excess of the expenses which Company would have incurred in following its standard procedures. 


DELIVERY: TITLE AND RISK OF LOSS

All deliveries of Products sold by Company to Distributor pursuant to this Agreement shall be made F.O.B. the Delivery Point, and title to and risk of loss of Products shall pass from Company to Distributor at the Delivery Point. Distributor shall be responsible for arranging all transportation of Products, but if requested by Distributor, Company shall, at Distributor's expense, assist Distributor in making such arrangements. Distributor shall also procure insurance for the transportation of the Products, and such insurance shall be of a kind and on terms current at the port of shipment. In the event that Company is requested to assist Distributor in arranging for transportation, Distributor shall reimburse Company
for all costs applicable to the Products following their delivery to Distributor, including, without limitation, insurance, transportation, loading and unloading, handling and storage. Distributor shall pay all charges, including customs duty and sales tax, incurred with respect to the Products following their Delivery to the carrier or forwarder. 








INSPECTION AND ACCEPTANCE 

Promptly upon the receipt of a shipment of Products, Distributor shall examine the shipment to determine whether any item or items included in the shipment are in short supply, defective or damaged. Within [NUMBER] days of receipt of the shipment, Distributor shall notify Company in writing of any shortages, defects or damage which Distributor claims existed at the time of delivery. Within [NUMBER] days after the receipt of such notice, Company will investigate the claim of shortages, defects or damage, inform Distributor of its findings, and deliver to Distributor Products to replace any which Company determines, in
its sole discretion, were in short supply, defective or damaged at the time of delivery. 


PAYMENT

Upon delivery and acceptance of Products, Company may submit to Distributor Company's invoice
for those Products. Distributor shall pay each such proper invoice within [NUMBER] days after Distributor's receipt of that invoice. Payment shall be made in [CURRENCY] to a bank account to be notified in writing by Company to Distributor. 


FORCE MAJEURE

Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting directly or indirectly from acts of God, or any causes beyond the reasonable control of such party.


ASSIGNMENT

This Agreement is not assignable by either party hereto without the consent of the other, except that this Agreement shall be assignable by Company to an affiliate entity or upon the sale of the right to license and sublicense the Products to the purchaser of said right. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors.


SEVERABILITY AND WAIVER

36.1 Severability
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. No waiver by any party of any breach of any provisions hereof shall constitute a waiver unless made in writing signed by the party.

36.2 No Waiver Except by Notice in Writing
No right under this Agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.


ENTIRE AGREEMENT 

This Agreement, including the Schedules attached hereto, contains the entire understanding of the parties and there are no commitments, agreements, or understandings between the parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the parties hereto and notarized. 



ARBITRATION
 
Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration to be held in the [CITY, STATE], in accordance with the law in this jurisdiction, and judgment upon the award rendered by the arbitrators may be entered in any Court having jurisdiction thereof. 


GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE]. Jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach thereof shall be only in the Federal or the State Court with competent jurisdiction located in [STATE/PROVINCE].


INTERPRETATION

In this Agreement:

Headings and underlinings are for convenience only and do not affect the interpretation of this Agreement;

A reference to this Agreement includes an Annexure, Exhibit or Schedule to this Agreement;

A provision of this Agreement will not be interpreted against a party just because that party prepared the provision; 

Words importing a gender include any gender;

A reference to an agreement other than this Agreement includes an undertaking, agreement or legally enforceable arrangement or understanding whether or not in writing;

A reference to an Article or Schedule is a reference to an Article or Schedule to this Agreement.


IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.



COMPANY            DISTRIBUTOR




                          
Authorized Signature          Authorized Signature


                          
Print Name and  Title          Print Name and Title    
SCHEDULE A
THE PRODUCTS
SCHEDULE B
THE TERRITORY
SCHEDULE C
END-USER LICENSE AGREEMENT
SCHEDULE D
SPECIFICATIONS
SCHEDULE E
TRADEMARKS AND COPYRIGHTS
SCHEDULE F
MAINTENANCE AND SUPPORT SERVICES
SCHEDULE G
PRICES AND DISCOUNTS FOR PRODUCTS


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