In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within [ Days after termination] days thereafter.
Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.
Limitation of Liability. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement. Trademarks Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership, or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing.
Distributor shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise. Distributor shall execute any documents or do any acts that may be required to accomplish the intent of this Section. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.
Governing Law. This Agreement is a contract under the laws of the State of [ State] and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of [State] , without regard to its principles of conflicts of laws provisions.
The Parties shall seek to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within [ Days of notice of dispute] days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties.
If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the American Arbitration Association.
The Parties will share equally the cost of arbitrating such dispute. The arbitrator s shall not be empowered to award punitive or other damages in excess of compensatory damages, and both parties irrevocably waive the right to any such damages.
Judgment on the award rendered by the arbitrator s may be entered by any court having jurisdiction over the dispute. In the event that the parties cannot agree upon an arbitrator within a [ Number day period] day period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute.
Neither Party shall assign, pledge or otherwise transfer any of its rights, interest, or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. Counterparts; Telefacsimile Execution. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument.
Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by telefacsimile shall also deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.
Cumulative Remedies. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party.
Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. Exhibits and Schedules. The exhibits or schedules attached hereto are an integral part hereof and all references herein to this Agreement shall include such exhibits and schedules. Unless otherwise specifically provided herein, all notices, consents, requests, demands, and other communications required or permitted hereunder: i shall be in writing; ii shall be sent by messenger, certified or registered U.
All such communications shall be sent to the addresses for each Party as first set forth above, or to such other addresses or numbers as any Party may inform the others by giving [ Days prior notice to inform] days prior notice. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns. Prices are in [Currency]. If you do not see an email from UpCounsel in the next few minutes, please check your spam box.
Add: noreply upcounsel. This will help ensure future email delivery. Distribution Agreement A distribution agreement defines the terms and conditions that a distributor follows for selling products provided by a supplier. Share this document Download for free. In consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: Products 1. Territory 2. Pricing 8. Terminating the Agreement The Supplier has the right to terminate this Agreement with 60 days written notice in the event that the Distributor: a.
Changes or is affected by a change in the majority ownership of its business Upon the Agreement's termination, the Supplier can repurchase or cause its successor to purchase the Distributor's existing inventory of Supplier's Products at the Distributor's laid-in cost, providing the Distributor has stored and maintained the Products in a saleable condition General Clauses Was this document helpful?
Share it with your network! The Best Lawyers For Less. Talk to a Top Lawyer for Free. Trusted By. Content Approved by UpCounsel. Popular Cities. Get Free Proposals. Request Free Proposals. Download Document. Register with Google. First Name. Last Name. Zip Code. Work Email. Phone Number. Are you a lawyer? Are you interested in sourcing clients on UpCounsel?
Email Me this Free Document Now. By registering to download this document, you agree to our Terms of Use. Company Name. Ensure You Are Protected. Get Legal Peace of Mind. In a Distribution Agreement, the most important details of the parties' relationship will be entered: things such as a description of the goods being sold , how and when the Distributor is expected to pay, whether the contract is exclusive or not, and what penalties for early termination are.
A good Distribution Agreement will also have both parties covered in case anything goes wrong: things such as dispute resolution and governing law should be included.
This document can be used when a Supplier and Distributor are getting ready to enter into a new contract for the distribution of goods.
In this document, the form filler will be able to enter pertinent identifying details , such as whether the parties are individuals or businesses, and their respective addresses and contact information. The form filler will also input the most important characteristics of the agreement between the parties, like duration for the contract, dispute resolution and governing law, and of course, any pertinent details about the actual distribution relationship. When this agreement is filled out, it should be printed, signed by both parties, and a copy should be kept with each.
Distribution Agreements in the United States are subject to both Federal laws and specific state laws, which cover general contract principles like formation and mutual understanding. Federal laws may restrict what items may be underlying the contract for example, no one may not contract to sell anything illegal , but individual state laws may govern the interpretation of the contract in case of a dispute.
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