DISTRIBUTOR AGREEMENT BETWEEN

[CLIENT] AND [DISTRIBUTOR]

AGREEMENT effective this [EFFECTIVE DAY] day of [EFFECTIVE
MONTH], [EFFECTIVE YEAR] between [CLIENT], a company organized
and existing under the laws of [CLIENT JURISDICTION] with offices
located at [CLIENT ADDRESS] (hereinafter referred to as "CLIENT") and
[DISTRIBUTOR], a company organized and existing under the laws of
[DISTRIBUTOR JURISDICTION] and having offices at [DISTRIBUTOR
ADDRESS] (hereinafter referred to as the "Distributor").
WHEREAS, Client's affiliates are engaged in the manufacture and sale
of certain products (as more specifically set forth in Appendix A
attached hereto and which are hereinafter referred to as the Products);
and
WHEREAS, Client is authorized by said affiliates to distribute and sell,
and to contract for the distribution and sale of the Products; and
WHEREAS, the Distributor desires to be appointed a distributor of the
Products.
NOW, THEREFORE, it is hereby agreed as follows:
1. Client appoints the Distributor as its exclusive distributor of the
Products in and for [TERRITORY] (hereinafter referred to as the
"Territory") upon the terms herein set forth. The Distributor undertakes
such appointment and shall at all times devote its best efforts to
distributing and selling the Products in the Territory. Notwithstanding
the foregoing, Client and its affiliates reserve the right to sell the
Products directly to customers in the Territory by means of tenders
ordinarily open to international suppliers. The Distributor shall not
receive any compensation or allowance as to such direct sales by
Client or its affiliates except as otherwise agreed between the parties
on a case by case basis.
2. The Distributor will maintain a stock of the Products adequate to
serve the trade in the Territory for a period of at least [MINIMUM
INVENTORY LEVEL] months at the budgeted sales level as notified by
Client to the Distributor from time to time. The Distributor will submit
to Client monthly, no later than [NUMBER OF DAYS 1] business days
after the end of each month, inventory, sales (normal sales and tender
sales), bonus goods issue and price adjustment reports for the
preceding month and sales projections for the next [NUMBER OF
MONTHS] months in a form satisfactory to Client. The Distributor shall
prepare and submit to Client such other reports as Client may
reasonably request from time to time concerning the sale and
distribution of the Products in the Territory.
3. The Distributor shall, in performing this Agreement:
(a) Purchase annual minimum quantities of each of the Products,
which are set forth in [APPENDIX A] for [APPLICABLE PERIOD
REFERENCE], and will be subsequently confirmed by written agreement
of the parties no later than [AGREEMENT DATE] of the preceding year
for purchases during each subsequent calendar year of the term of this
Agreement.
(b) Employ at its expense an appropriate size sales and marketing
organization which will be exclusively devoted to promoting the sale of,
selling and distributing the Products, including a Sales and Marketing
Manager, several division managers and an appropriate number of
properly trained sales representatives.
(c) Not make any representations concerning the Products, or extend
any warranty concerning the use, safety or effectiveness of the
Products, except as set forth on Client's label, product inserts or
written instructions therefor.
(d) Carry out promotional programs appropriate to the Products and
consult with Client concerning the nature and extent of such programs.
(e) Provide Client with copies of all records, data and results of tests,
trials or other research concerning the Products which it may obtain in
connection with its promotional programs or otherwise.
(f) Promptly transmit to Client any information which it obtains on
side effects, irritancy, toxicity, or any other characteristics of the
Products which relate to their safety or effectiveness, or any instances
of adverse or deleterious physiological effects or personal injury or
death claimed, or otherwise reported, to have been caused by any of
the Products, or any substance contained therein. Serious or unusual
side effects reports will be made to Client immediately by the fastest
means of communication. The Distributor will be responsible for
making any necessary reports to government authorities in the
Territory in connection with adverse reactions. The Distributor shall
cooperate with Client in the processing of such complaints or claims.
(g) Assist Client to obtain necessary reviews and approvals of field
testing by government authorities, or non-governmental bodies, to
meet requirements for registering the Products with the Territory
government, to obtain appropriate permissions with respect to import
licenses and foreign exchange transactions and, generally, to assist
Client in its dealings with the Territory government.
(h) Pay any taxes or other levies imposed on this Agreement, the
execution thereof or performance hereunder.
(i) Permit on reasonable notice Client and its representatives to
inspect and audit its records, inventory and facilities in order to confirm
the Distributor's compliance with its obligations under this Agreement.
The Distributor will extend full cooperation for any such inspection or
audit by Client.
4. Sales of the Products by Client to the Distributor shall be upon
the following terms and conditions:
(a) The prices for the Products shall be as set forth in [APPENDIX A];
(b) Client shall have the right to add to, delete from or change the
Products and the prices therefor upon notice to the Distributor;
(c) Orders placed by the Distributor hereunder shall be subject to
acceptance by Client and such acceptance, if given, shall be at the
prices and formulations for the Products in effect at the time of
shipment;
(d) Except as may be otherwise specified by Client, the Products
shall be sold to the Distributor [DELIVERY TERM] [DELIVERY LOCATION];
(e) Payment shall be made by letter of credit payable at [CREDIT
TERM] days or under other terms and conditions approved by Client;
and
(f) The Products shall be resold only in the original packages and
shall not be labeled or otherwise marked, except as may be required
by government regulations in the Territory.
5. Client may authorize the Distributor to place orders for the
Products with any of its affiliates subject to the terms of this
Agreement. For purposes of this Agreement, an "affiliate" of Client
shall mean any firm or corporation which controls, is controlled by, or is
under common control with Client, with "control" to mean direct or
indirect ownership of more than fifty percent (50%) of all issued shares
of the subject entity with power to vote, or the power in fact to control
the management decisions of such entity.
6. Client may furnish to the Distributor, free of charge, such
samples, sales promotional materials and literature as, in Client's
opinion, may be desirable for promoting and selling the Products in the
Territory. Such materials shall remain Client's property until disposed
of in the manner prescribed by Client. Any advertising and
promotional material not provided by Client must be approved in
writing by Client prior to the use of such material by the Distributor.
Client will also provide such sales training and marketing support as it
deems necessary for promoting and selling the Products in the
Territory.
7. Client or its affiliates shall keep and maintain registrations, if
available, of all trademarks with respect to the Products, and such
other trademarks as they may deem appropriate, with the trademark
authorities in the Territory, and shall take such action for the protection
of the trademarks as they shall consider advisable. The Distributor
shall not acquire any rights to any trademarks by reason of this
Agreement. If the Distributor shall acquire any rights to such
trademarks, it shall immediately assign any and all such rights to
Client, or Client's nominee.
8. The Products shall, if legally possible in the Territory, be
registered with the relevant health authorities in the Territory in the
name of Client or its designated affiliates with assistance from the
Distributor as provided in [ARTICLE 3(G)]. If such registration in the
name of Client is not possible, the Products may, with the prior written
consent of Client, be registered in the name of Distributor, subject to
Distributor's obligations regarding transfer of such registrations upon
termination of this Agreement as provided in [ARTICLE 12(C)]. If Client
decides to consent to the registration of the Products in the name of
the Distributor pursuant to this [ARTICLE 8], Client shall provide the
Distributor with any necessary information in Client's possession for
purposes of such registration and otherwise assist the Distributor in
responding to inquiries from the Territory authorities. Client shall also
reimburse the Distributor for any reasonable expenses incurred by it in
connection with the registration procedure, subject to verification by
supporting documentation in form acceptable to Client.
9. This Agreement shall remain in effect for an initial period of
[AGREEMENT LENGTH] from the date first written above unless it is
previously terminated as provided in [ARTICLE 10] or [ARTICLE 11], and
shall thereafter be automatically renewed from year to year unless
either party gives notice of its intention not to renew at least [NUMBER
OF DAYS 2] days prior to a renewal date, until terminated as provided
in [ARTICLE 10] or [ARTICLE 11].
10. This Agreement may be terminated:
(a) By either party, if the other party shall commit a breach of any of
its obligations under this Agreement which shall not be remedied
within [NUMBER OF DAYS 3] days from the giving of written notice
requiring such breach to be remedied; provided, that the Distributor's
failure to purchase at least 90% of the minimum purchase requirement
for any Product under [ARTICLE 3(a)] and [APPENDIX A] will be deemed
as a breach which is not capable of being remedied and therefore in
such case the termination will take effect [NUMBER OF DAYS 4] days
from the giving of written notice without further conditions; or
(b) By either party, immediately and without notice, if the other
party becomes insolvent, makes any assignment for the benefit of its
creditors, or is placed in receivership, liquidation or bankruptcy.
11. Distributor shall make no payment, directly or indirectly, to or for
the benefit of any government employee or official for non-
governmental use. Client shall have the right to terminate this
Agreement without notice immediately if, in Client's sole discretion,
Distributor has breached this provision, and such termination shall be
without liability, including liability for commissions or promotional
allowances due and owing upon termination.
12. Termination of this Agreement shall be without prejudice to the
accrued rights and obligations of the parties at the date of termination,
unless waived in writing by mutual agreement of the parties; provided,
however, that Distributor hereby waives any right it may have under
applicable law to claim for damages or indemnity in respect of Client's
exercise of the termination provisions contained in this Agreement.
Upon termination of this Agreement, the Distributor shall
(a) Return to Client, or its designee, all samples, promotional
material and literature relating to the Products (excluding material
prepared directly by the Distributor) then in its possession;
(b) Offer to sell to Client or its designee, but Client shall not be
obligated to purchase, any Products then owned by the Distributor at a
price (in Territory funds) equal to the landed cost of such Products;
(c) Transfer any health registrations for the Products which were
established in the name of or otherwise acquired by the Distributor to
Client or to Client's designee. This Agreement is hereby agreed to
constitute a valid assignment of all of Distributor's rights to such
registrations and the parties agree that it may be delivered to the
relevant registration authorities by Client or its designee and upon so
doing it shall constitute a complete and valid assignment.
13. Client hereby warrants that the chemical composition of the
Products that will be sold to the Distributor hereunder will be as
described in their label and package inserts. Client expressly disclaims
any other warranty, express or implied, including the warranty of
merchantability and the warranty of fitness for a particular purpose.
Client shall be liable to the Distributor only in the event that there is a
breach of the express warranty contained in this [ARTICLE 13] which is
notified by the Distributor to Client within [NUMBER OF DAYS 5] days of
the Distributor's receipt of the shipment of Products in question. Any
liability of Client under this [ARTICLE 13] shall be limited to either the
replacement of the Products in question or the granting of a credit for
the value thereof, at Client's option.
14. The Distributor agrees and undertakes that it will, during and
after the term of this Agreement, indemnify and hold Client and its
affiliates harmless from and against any and all claims, demands,
causes of action, actions or suits, whether at law or in equity,
judgments, decrees, damages or any liability whatsoever asserted or
entered against Client or any of its affiliates by or on behalf of or in
favor of any person, firm or corporation for bodily injury or damage to
property arising out of or relating to
(a) the sale or use of the Products by the Distributor or by any holder
of a Product which in its chain of distribution, came through or from the
Distributor; provided, however, that the Distributor's obligation under
this [PARAGRAPH 14(A)] shall not apply to any of the foregoing which is
caused solely and directly by Client's breach of the express warranty as
set forth in [ARTICLE 13] above;
(b) any negligent, reckless or intentionally harmful act or omission
on the part of the Distributor, its servants or agents or persons with
whom it has contracted or dealt with in any way;
(c) any breach of any term or condition mentioned in this
appointment including but not limited to any failure to comply with a
direction of Client or to follow any instruction from Client with respect
to matters relating to product quality.
15. Except as otherwise specified herein, the Distributor shall be and
remain an independent contractor and shall not be deemed, expressly
or by implication, to be an agent, employee or servant of Client for any
purpose whatsoever.
16. The Distributor will maintain as secret, and will not disclose to
third persons without the prior written permission of Client, any of
Client's trade secrets or other confidential information of Client or its
affiliated companies obtained by the Distributor in connection with the
performance of this Agreement, including but not limited to, formulae,
specifications and marketing plans for the Products. The Distributor's
obligation under this [ARTICLE 16] shall remain in effect for a period of
[NUMBER OF YEARS] years after any expiration or termination of this
Agreement.
17. This Agreement shall not be assigned by either party, nor shall
the Distributor appoint any subdistributors, without the written consent
of the other party, except that Client may assign this Agreement to any
affiliate without the consent of the Distributor.
18. Any notice given pursuant to this Agreement shall be in writing
and shall be delivered personally, or by reputable air courier service, or
facsimile or electronic mail message. Notices shall be addressed to the
parties' respective addresses as first set forth above for notices by air
courier or personal delivery or otherwise as follows:
If to Client: [CLIENT FAX]
[CLIENT EMAIL]
[CLIENT ADDRESS]
ATTN: [CLIENT CONTACT NAME]
If to Distributor: [DISTRIBUTOR FAX]
[DISTRIBUTOR EMAIL]
[DISTRIBUTOR ADDRESS]
ATTN: [DISTRIBUTOR CONTACT NAME]
Either party may change its address by notice to the other party.
Notice shall be effective on the date that it is delivered to the recipient
by the sender's agent or air courier service, or the date on which
transmission is confirmed by the sender's facsimile equipment or
electronic mail program.
19. The validity, performance, construction and effect of this
Agreement shall be governed by the laws of [AGREEMENT
JURISDICTION]. The application of the UN Convention on Contracts for
the International Sale of Goods (1980) is excluded.
20. If any term or provision of this Agreement is determined by a
final judgment of any court, commission or agency having jurisdiction
with respect to this Agreement to be illegal and invalid, either party
shall have the right to terminate this Agreement by giving at least
[NUMBER OF DAYS 6] days prior notice to the other party. If neither
party shall exercise the right of termination provided above, the
validity of the remaining provisions shall not be affected, and the rights
and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular term or provision held to be
invalid or illegal.
21. This Agreement constitutes the entire agreement between the
parties, and supersedes any and all prior agreements or
representations, whether oral or written, concerning the subject matter
hereof. Notwithstanding the foregoing, the parties agree to the
application of for the purpose of interpreting all terms defined therein.
No amendment, addition or deletion of or to this Agreement shall be
effective unless in writing and executed by both parties. Failure of
either party to insist upon the strict performance of any provision
hereof shall not constitute waiver of the right to require such
performance, nor waiver with respect to a later breach whether of
similar nature or otherwise.
22. This Agreement is written in the English language and the
English text thereof shall prevail over any translation into any other
language.
IN WITNESS WHEREOF, the undersigned have caused this Agreement
to be executed in duplicate by their duly authorized officers or
representatives as of the day and year first written above.
[CLIENT]

By:
[CLIENT SIGNATORY NAME]
[CLIENT SIGNATORY TITLE]
[CLIENT DATE OF SIGNATURE]

[DISTRIBUTOR]

By:
[DISTRIBUTOR SIGNATORY NAME]
[DISTRIBUTOR SIGNATORY TITLE]
[DISTRIBUTOR DATE OF SIGNATURE]

APPENDIX "A"
TO DISTRIBUTOR AGREEMENT BETWEEN CLIENT AND DISTRIBUTOR
DATED
[ADD PRODUCT LIST, PRICES AND INITIAL MINIMUM PURCHASE
QUANTITIES]