Contract Hound

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made effective as of {{$CurrentDate}},

BETWEEN:

A.) {{$Supplier}}, a corporation validly existing under the {{$SupplierJurisdiction}} laws of {{$SupplierCountry}} and with a registered office address at {{$SupplierAddress}} hereafter referred to as the “Supplier”;

B.) {{$Distributor}}, a {{$DistributorBusiness}} validly existing under the laws of {{$DistributorJurisdiction}} and with a registered office address at {{$DistributorAddress}} hereafter referred to at the "Distributor"; and

C.) {{$Principal}} residing in an office located at {{$PrincipalBusiness}}, and together with {{$Distributor}}, the “Distributor”, and the Supplier and the Distributor are each, a “Party”, and collectively, the “Parties.”

BACKGROUND

The Supplier is engaged in the manufacture, development, licensing and support of the Product.

The Distributor desires to distribute the Product within the Territory (as defined below in Schedule A).

In consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows (the “Agreement”):

DISTRIBUTION

Appointment as Distributor.  Prior to the Early Termination of this Agreement (as provided for in the Early Termination Provision below) the Supplier appoints the Distributor as the {{$ExclusiveDistributor}} distributor of the Product (as defined in Schedule A to this Agreement) in the Territory (as defined in Schedule “A” to this Agreement) on {{$ContractLength}}, and the Distributor hereby accepts such appointment upon the terms, provisions, and conditions of this Agreement for the period of the Agreement Term. Sales leads shall be provided by this contract, by using the "SalesLeads" function and those leads are approved by the Supplier using the "ApproveLeads" method within five (5) business days. Sales leads should be qualified as "Shared Leads"(Defined as LeadState=1) and Supplier-Innitated Leads(Defined as LeadState=2), and the Supplier may also place restricted customers who are not Approved Sales Leads(Defined as LeadState=0). The Supplier can reject any sales lead under any circumstance in its’ sole discretion using the "ApproveLeads" method. The Distributor shall have, during the Agreement Term, the non-assignable and non-transferable right, by operation of law or otherwise, to distribute and market the Product upon the terms and conditions set forth in this Agreement, including the right to distribute the Product within the Territory, subject to the Supplier’s approval, such approval not to be unreasonably withheld to Approved Sales Leads (the “Approved Sales Leads”) only.

The Parties agree that Approved Sales Leads that are not Shared Leads (the “Shared Leads”) or Supplier-Initiated Sales Leads (the “Supplier-Initiated Sales Leads”), shall be exclusive leads of the Distributor only to the extent that they are protected by the non-solicitation and non-circumvent provisions set out below. The Supplier reserves the right to directly license the Product to customers that are Shared Leads or Supplier-Initiated Sales Leads, both during and after the Agreement Term.

Sub-Contracting.  The Distributor {{$SubContract}} have the right to sub-contract the distribution of the Product{{$SubContractWritten}}. {{$SubContractSay}}

the distribution of the Product, [subject to prior written approval from the Supplier]. [The Distributor will compel such subcontractor to adhere to the terms of this Agreement and to enter into a confidentiality and intellectual property transfer agreement with terms that require the same or greater protection as provided for herein.]

LICENCE

Granting of Licence. Subject to the early termination of the Agreement as provided for in the Early Termination Provisions and subject to the Supplier's rights and reservations as provided for in the Suppliers Obligations, the Supplier grants to the Distributor a {{$LicenseType}} to use the Product pursuant to the royalties set out in Schedule “A” (the “Licence”) for the period of the Agreement Term, for the purpose of providing training within the Territory.

Proprietary Rights. The Supplier shall retain any existing and future proprietary right, title or interest in the Product and all material supplied by the Supplier to the Distributor (such right, title or interest being the “Proprietary Rights”) does not acquire any rights, express or implied, in the Product, other than those specified in this Agreement. For clarity, training materials are the property of the Supplier, and the Distributor agrees that no training shall be conducted other than by the Supplier.

No Sub-Licensing. The Distributor may not sub-license the Product or otherwise use the Product for any third-party use without explicit written consent from the Supplier.

No Infringement. The Distributor shall not in any way do anything to infringe upon, harm, or contest the validity of the Proprietary Rights. The Distributor shall promptly notify the Supplier of any and all infringements, imitations, illegal use or misuse of the Proprietary Rights that come to the Distributors attention.

ROYALTIES, COST, EXPENSE, AUDIT

Royalties.  The Distributor shall be entitled to receive the Royalties as set out in Schedule “A”, payable pursuant to the payment terms set out herein.

Cost and Expense. [Other than the cost of marketing materials (as defined below),] The Distributor and the Supplier have agreed that each Party will be responsible for their own costs and expenses related to this Agreement.

Order Approval. All orders for Product modules are subject to acceptance by the Supplier. All quotations and orders are subject to the Supplier’s licensing conditions, and shall be made in the form as set out in Schedule “B” herein.  The Supplier reserves the right to reject any order in its sole discretion.

Standard Conditions of the Product: except as may be modified expressly by this Agreement or by the Parties in writing, the Supplier’s terms of use and standard conditions of license and sale of the Product and of the Supplier’s services shall apply to all transactions pursuant to this Agreement and the Supplier agrees to communicate the existence of these terms to the Approved Sales Leads.

Currency. All dollar amounts referred to in this Agreement shall be in the currency of {{$CurrencyCountry}}.

Audit. The Distributor agrees that the Supplier may, upon {{$DistributorTimeWrittenNotice}} business days' after providing written notice to the Distributor, audit the books and records of the Distributor in order to verify the Distributor's compliance with its representations, warranties and covenants (including, without limitation, its reporting and payment obligations).  Provided that any audit conducted pursuant to this clause shall be conducted by the Auditor (the “Auditor”) and the Auditor shall be required to execute a confidentiality and non-disclosure agreement in a form satisfactory to the Distributor.  The Auditor shall render all information reported to the Supplier regarding the audit anonymous so as to retain the confidentiality of the Distributor's records.  The costs of any audit shall be paid by the Supplier unless it is conducted as a result of a breach of this Agreement by the Distributor or it reveals a failure to report sales of {{$ReportFailPercentLess}} percent {{$ReportExceedPercentLess}} or greater of the amount reported and paid, in the event of which the costs of the audit shall be paid by the Distributor.

DISTRIBUTOR'S PERFORMANCE OBLIGATIONS

Distributor's Performance Obligations. The Distributor, represents, warrants, covenants and undertakes:

Capability To Act As Distributor: that Distributor has the resources to effectively market and distribute the Product [including a full complement of personnel with a minimum of {{$TrainingHours}} hours of training received from the Supplier], experience and knowledge in selling, distributing and advertising processes and techniques as well as knowledge of the local laws, customs and market conditions in the Territory;

Business and Market Development Activities: to make every reasonable effort and use proper means to develop as far as practicable the market potential for the Product in the Territory;

To Make Payment for the Product: in the event that the Distributor is holding inventory of the Product prior to distribution, payment shall be provided to the Supplier in advance of any shipment by the Supplier. The Distributor and the Principal shall jointly and severally be liable to pay interest at {{$LiabilityInterest}} percent ({{$LiabilityAnnual}}%) per annum on any amounts that are in arrears under this Agreement and have not been paid within ({{$DelayDate}}) days of notice of such delay. In the event that the Distributor is not holding inventory of the Product, the end customer must make payment in full prior to delivery by the Supplier. {{$RefundsAllowed}};

To Be Responsible For Delivery of The Product: to make every reasonable effort to ship the Product in a reasonable time and the Distributor agrees to be responsible for any costs associated with the delivery of the inventory from the Supplier to the Distributor or as agreed between the Supplier and the Distributor (the “Freight or Delivery Charges”).{{$DistributorAssumesResponsibility}}

$ProvidePeriodicReporting

$ProvideInformation

[Jointly Develop Customer Correspondence: to allow the Supplier input and review of the Distributor’s customer correspondence so long as such requests are not made unreasonably, provided that if the Distributor is in default with any provision of this Agreement, such request may be made at any time and shall be complied with immediately thereafter;]

Ensure Compliance with Local Laws: to ensure that:

the Distributor complies with all laws and regulations as may apply within the Territory, as applicable to this Agreement and all transactions and activities contemplated or to be performed under this Agreement, and any registration or notification required by the laws of the Territory shall be entered into or carried out by the Distributor if required by law; and

the Distributor keeps the Supplier informed of any laws or regulations of the Territory which may affect the promotion or distribution of the Product in order that the Supplier will not breach any such laws or regulations by lack of awareness thereof.

Insurance: in addition to any insurance requirements set out herein relating to Product shipment, to maintain liability insurance necessary to the performance of its business with the Product Insurance by Distributor, and the Distributor will at the Distributor’s own expense:

arrange for commercially reasonable insurance for the inventory during the time the inventory is being stored, marketed or delivered to the end user or customer; and

maintain a general liability policy, with a minimum coverage of {{$InsuranceAmount}}, per occurrence, inclusive for bodily injury, personal injury, death, property damage, Product liability and advertising liability, including products/completed operations coverage independent contractors liability and blanket contractual liability specifically in support of, but not limited to, the indemnity provisions set forth in the Agreement, and including loss of use thereof.

{{$RiskAssumption}}

{{$NotificationOfDerivatives}}

Adhere to Minimum Pricing Rules: to make its sales at such prices and on such terms as are determined from time to time by the Distributor in accordance with its marketing plan, provided that sales shall not be made for less than the Minimum Price as defined in Schedule “A” or as determined by the Supplier from time to time;

{{$LetterOfGuarntee}}

Comply with Minimum Quotas: to fulfill the minimum quota as set out in Schedule “A” attached hereto and forming part of this Agreement; and

Non-Disparagement. to not disparage or encourage or assist others to disparage the Supplier or their employees, the Product or any other products or services of the Supplier (for clarity, disparagement includes, without limitation, comments or statements on the internet and comments or statements to current or former employees or individuals or entities with whom the Supplier has a business relationship).

SUPPLIER'S RIGHTS AND OBLIGATIONS

Supplier's Obligations. The Supplier shall:

Supply Product: supply any Product as requested by the Distributor for approved orders and for purchase and sale who must provide sufficient notice [at minimum, three (3) months] of new orders taking into account delivery time in order to ensure that orders will be fulfilled;

Develop Marketing Materials: [develop standard descriptive literature relating to the Product and may from time to time obtain input from the Distributor in the development of such materials (the “Marketing Materials”), and the cost of Marketing Materials shall be allocated as set out in Schedule “A”];

Withdrawal of Product: inform the Distributor of any discontinuance of the Product, which shall be discontinued at the Supplier’s sole option, as soon as reasonably possible;

Pricing Changes:  at any time, with input from the Distributor if offered, change the price of the Product;

Changes to Product: at any time, modify any Product or add or withdraw parts the Product, with the contemplation of any input provided by the Supplier, and will notify the Distributor of such material changes as soon as is reasonably practicable, and the Distributor understands and agrees that there may be many changes to the Product;

Manage Distributors Territory: use commercially reasonable efforts to prevent other distributors from infringing on the sales leads of the Distributor, however, the parties agree that the Supplier is not liable for any conflicts between Distributors; and

Duty to Keep Informed. to the extent that is commercially reasonable, the Supplier shall keep Distributor informed of all pertinent matters affecting the operation of this Agreement. The foregoing provisions shall be referred to as the “Suppliers Obligations”.

Non-Solicitation and Non-Circumvention

Distributor Non-Solicitation. The Distributor agrees not to contact or initiate contact within the period of [nine (9)] months following termination of this Agreement for any purpose, either directly or indirectly with any of the Supplier-Initiated Sales Leads, unless such approval is specifically granted in written form by the Supplier on a case-by-case basis.

Supplier Non-Solicitation. The Supplier agrees not to contact or initiate contact within the period of [nine (9)] months following termination of this Agreement for any purpose, either directly or indirectly with any of the Approved Sales Leads that are not Shared Leads or Supplier-Initiated Sales Leads, unless such approval is specifically granted in written form by the Distributor on a case-by-case basis. Prior to termination, The Supplier can forward any of its contacts to the Distributor, however any deal that arises will fall under a compensation scheme to be agreed upon at that time. The percentage the Distributor receives will remain the same, but there will not be a non-circumvention period. If this Agreement is terminated then there is no requirement for the Supplier to pay the trader fees:

if Distribution Agreement is terminated there will be a non-solicitation provision for [nine (9)] months, but payments will continue; and

if Distribution Agreement is terminated the Distributor cannot interfere and the Distributor will receive no payments if clients were the Supplier’s Sales Leads originally.

FORCE MAJEURE

Force Majeure. If either Party’s ability to perform any obligations under this Agreement are curtailed or limited, directly or indirectly, by events that are commonly referred to as force majeure events such as an [act of God, act of public enemy, acts of governmental bodies or agencies foreign or domestic, nuclear incidents, sabotage, riot, fire, floods, typhoons or unusually severe weather, earthquakes, explosions or other catastrophes, epidemics or quarantine restrictions, strikes, labour unrest, or labour shortages, accident, governmental authorizations or instructions, network, email or other computer failure or because of any other cases beyond either Party’s control, in whole or in part,] the failure of such Party shall not constitute a breach or failure of performance hereunder for the period of time occasioned by any such occurrence.

Notice of Force Majeure. Upon the occurrence of any force majeure event, the Party experiencing such occurrence shall promptly notify the other Party of the occurrence, if reasonable to do so, and estimate the duration of said occurrence. Thereupon, the time within which the Party experiencing such occurrence shall have to perform its obligations hereunder shall, to the extent necessitated by such occurrence and for the duration of such occurrence, be appropriately delayed.

NO WARRANTY FROM SUPPLIER

No Warranty. The Distributor acknowledges that there are no warranties, conditions, terms, representations or inducements express or implied, statutory or otherwise, made by or on behalf of the Supplier, the Product or Derived Product or operating in favour of the Distributor as to any feature or aspect of the Product its fitness, suitability, condition or merchantability claims.

No Warranty to End Users. The Distributor shall not make any representation or warranty to customers that shall differ from or exceed in any way those made by the Supplier in its published literature or in its terms and conditions of licensing.

No Liability for Damages to the Supplier. There are no obligations or liabilities on the part of the Supplier for damages, including, but not limited to consequential damages arising out of or in connection with the use of the Product. In no event shall the Supplier be liable to the Distributor, or to any third party to this Agreement, for loss or profits or other consequential damages.

INDEMNITY

Indemnity. The Distributor agrees to indemnify and hold the Supplier harmless against any liability, damage, disparagement or expense (including costs and attorney’s fees and expenses) by reason of, or arising out of or relating to any acts, duties or obligations or omissions of the Distributor or of any personnel employed or otherwise engaged by the Distributor to perform the Distributor’s obligations and duties under this Agreement that are in breach of the terms of this Agreement, and the Distributor shall, at the request of the Supplier assume the defence of any demand, claim, action, suit or proceeding brought against the Supplier by reason thereof and pay any and all damages assessed against or that are payable by the Supplier as the result of the disposition of any such demand, claim, action, suit or proceeding. Notwithstanding the foregoing, the Supplier may be represented in any such action, suit or proceeding at its own expense and by its own counsel, the Supplier's sole discretion.

RELATIONSHIP

Independent Contractors. The relationship between the Distributor and the Supplier is intended to be and shall be that of independent contractors, and the Distributor and its employees, agents and representatives shall under no circumstances be considered agents, partners, joint venturerers or representatives of the Supplier. The Distributor shall not act or attempt to act, or represent itself, directly or by implication, as agent, joint venturer, partner or representative of the Supplier or in any manner assume or attempt to assume or create any obligation or liability of any kind, nature or sort, express or implied, on behalf of or in the name of the Supplier.

TERM AND TERMINATION

Agreement Term. Unless otherwise terminated pursuant to this Agreement, this Agreement and the Licence shall remain in force for the Term as specified in schedule “A” to this Agreement and may be renewed for a term agreed to by the parties (any such term being the “Renewal Term”, and the Initial Term together with any Renewal Terms being the “Agreement Term”) upon the same or different terms, by mutual written agreement of the Parties.  If a Party wishes to renew the Agreement, it will give written notice to the other Party at least [thirty (30)] days before the end of Initial Term and/or any Renewal Term, as the case may be.

Termination by Either Party. Any Party may terminate this Agreement without additional notice (the “Early Termination Provision”):

Material Breach: if either Party is in default in any material respect in the performance of any of its obligations under this Agreement or otherwise commits any material breach of this Agreement, and such default continues after [sixty (60)] days written notice from the non-defaulting Party to the defaulting Party stating the particulars of such default. For clarity, a dispute as to whether a material breach has occurred will be dealt with under the dispute resolution provisions of this Agreement. [For clarity, material breach will include the occurrence of one or more of the following events:

Sale of the Distributor's Business. if the whole or substantially the whole of the assets of the Distributor are sold or conveyed;

Purported Assignment or Change of Control. if the Distributor assigns or purports to assign this Agreement without the prior written consent of the Supplier, or if there occurs a change of control and/or management of the Distributor's organization that is unacceptable to the Supplier in the Supplier's sole discretion;

Failure to Make Product Available. if the Distributor ceases through no fault of the Supplier to make the Product available to customers or prospective customers for more than {{$NoProductNumberText}} ({{$NoProductNumber}}) consecutive days;

Ceasing Distribution. if the Distributor states in writing that it intends to cease distribution the Product;

Failure to Meet Minimum Quota. if the Distributor fails to meet the Minimum Quota set out in Schedule A;

Failure to Meet Market Demand. if the Distributor shall have failed to substantially meet market demand for the Product; and

Distributors Failure to Deliver Report: if the Distributor repeatedly fails to attend the Suppliers sales meetings or deliver a Distributor’s Sales Report before the Reporting Due Date (detailed above).

Bankruptcy or Insolvency:  if bankruptcy or insolvency proceedings are instituted by or against the other Party, or the other Party is adjudicated a bankrupt, becomes insolvent, makes an assignment for the benefit of creditors or proposes or makes any arrangements for the liquidation of its debts or a receiver or receiver and manager is appointed with respect to all or any part of the assets of the other Party;

On Mutual Agreement: immediately upon mutual agreement of the Parties; and/or

Early Termination by any Party: upon sixty (60) days notice provided by either party. The foregoing provisions (a) through (d) shall be referred to as the “Early Termination Provisions”.

Effect of Termination. Any termination hereunder (howsoever occasioned) shall automatically operate as a revocation of any grant of licence to distribute the Product and any other license granted to the Distributor, whether or not the Supplier has theretofore accepted any orders for the Product. All rights granted by the Supplier to the Distributor shall immediately be relinquished by the Distributor. {{$OnTermination}}

Survival. The confidentiality, non-solicitation, non-circumvention, non-disparagement, and royalty obligations as set out herein shall survive and continue in full force and effect after the date of termination, unless this Agreement is terminated as a result of a material breach, whereby, notwithstanding any other provision in this Agreement, the Supplier would have no obligation to pay the Distributor any Royalty.  Any provisions within this Agreement which are to survive termination for a specified term shall become effective as of the date of early termination. For clarity, and by example if the Agreement is terminated early, the non-solicit obligation will be effective as of the date of early termination.

CONFIDENTIALITY

Confidential Information. Each Party may receive, or have access to, information of an extremely confidential nature during the Agreement Term relating to the other Party, its manufacturers, suppliers, vendors, clients and other business associates, including but not limited to the financial data, business plans, marketing data and plans, current and prospective client information, pricing and sales policies and concepts, financial information, trade secrets, disclosures, costs of goods, production costs, technical information, the terms of this Agreement and any training information provided by the Supplier (collectively and individually referred to as the “Confidential Information”).

Duty of Confidentiality. Each Party is under a legal duty to respect the confidentiality of the Confidential Information.  It is imperative that neither Party disclose or discuss the Confidential Information with anyone who is not under a similar confidentiality obligation with the other Party (either during the Agreement Term or after termination of the Agreement).  Failure to comply with any of these provisions may result in disciplinary action being taken against the non-compliant Party, which could include immediate termination of the Agreement.

Reasonable Measures. Each Party is required to keep confidential the Confidential Information and shall take all reasonable measures to ensure that no person from outside that Party is able to gain access to any of the other Party's files, correspondence or other Confidential Information in the that Party's control or possession.

Use of Confidential Information. Neither Party shall use any Confidential Information for that Party's own benefit or for any purpose except as needed for the performance of its obligations under this Agreement.

Destruction. At the request of the other Party, including after the termination of the Agreement, each Party will either destroy all Confidential Information or surrender all originals and all copies of any of Confidential Information in its custody and control and shall furnish a certificate of its destruction to the other Party, if requested to do so.

Material Interest. Each Party acknowledges that the other Party has a material interest in preserving the confidentiality of the Confidential Information in the manner described in this clause.

Violation of Material Provisions. Each Party acknowledges and agrees, without prejudice to any and all other rights of the other Party, that in the event of one Party's violation or attempted violation of any of the confidentiality provisions set out in these Confidentiality Provisions, damages will not be a sufficient remedy, and an injunction, specific performance or other like remedy shall be the only effective method to protect the other Party's rights and property as set out, and that an interim injunction may be granted immediately on the commencement of any suit. The foregoing sub clauses (1) through (3) are the “Confidentiality Provisions”.

DISPUTE RESOLUTION

In the event that the parties are unable to resolve any question, disagreement or dispute (a “Dispute”) with respect to this agreement, including its existence or enforceability, then upon written notice by one party to the other, such Dispute, shall be finally settled by arbitration in accordance with the provisions of the [insert applicable legislation], and any amendments thereto, based upon the following (the “Dispute Resolution Provisions”):

the place of arbitration shall be [insert location];

the Parties shall select a single arbitrator mutually acceptable to them with sufficient technical ability to understand the issues raised by the Parties, to act as the arbitrator (the “Arbitrator”).  If the Parties are unable to agree on the Arbitrator within {{$ArbitrationDays}} days of notice of commencement of arbitration, either Party may apply to a court of competent jurisdiction for appointment of an arbitrator;

the Arbitrator shall be instructed that time is of the essence in proceeding with the determination of the question, disagreement or dispute, and that the arbitration award shall be, to the extent reasonably possible, rendered within {{$ArbitrationDaysResult}} days of the submission of the matter to arbitration;

the Arbitration award shall be given in writing and shall be final and binding upon the Parties, not subject to any appeal;

the Arbitration shall deal with the question of costs of the arbitration, and the Arbitrator may apportion the costs of the arbitration between the disputing parties in the Arbitrator’s sole discretion; and

judgment upon the award rendered may be entered in any court of competent jurisdiction, or application may be made to such court for a judicial recognition of the award or an order of enforcement thereof, as the case may be.

NOTICE

Any notice required or otherwise given pursuant to this Agreement shall be in writing and emailed, faxed, mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, at the addresses first noted above, or such other addresses that the Parties may specify to each other from time to time in accordance with this provision.

GENERAL

Assignment. This Agreement may not be assigned by the Distributor to any other Party without the written approval of the Supplier, such approval to be given at the Supplier's sole discretion. Upon written notice to the Distributor, this Agreement may be assigned by the Supplier at its option.

Waiver. The failure of either Party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with each and every provision of this Agreement, including the waived provision.

Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

Applicable Law. This Agreement is governed by and is to be interpreted and enforced in accordance with the laws of {{$SupplierJurisdiction}} applicable therein. For any procedural matter relating to arbitration, and the enforcement of arbitration awards, each party irrevocably attorns and submits to the exclusive jurisdiction of the courts of {{$SupplierJurisdiction}} situated in the {{$SupplierCountry}}.

Language. Upon execution, this Agreement may be translated into the language of the Territory at the cost of the Distributor, provided however that in the event of any diversion between the English version and any other version, the English version shall prevail.

Entire Agreement.  This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

Amendments. This Agreement may only be modified in writing and any such modifications must be signed by both the Supplier and the Distributor.

Further Assurances.  Each of the Parties covenants and agrees that he or she, his or her heirs, executors, administrators, successors and permitted assigns will execute such further documents and do and perform or cause to be done and performed such further and other acts as may be necessary or desirable from time to time in order to give full effect to the provisions of this Agreement.

Enurement. The provisions of this Agreement shall enure to the benefit of and shall be binding upon the Parties and their respective legal personal representatives, heirs, successors and assigns.

Number and Gender. In this Agreement and unless the context otherwise requires, words importing the singular number only shall include the plural and vice versa, words importing the neuter gender or any gender shall include the masculine and feminine genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa.

Headings and Sub-Headings. The headings and sub-headings used in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained herein.

Counterparts. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
The Data in which the contract takes affect.

The Name of Supplier's Corporation. Example: Acme Widget, Co

The Jurisdiction where the Supplier currently resides. Example: Ontario

The Country where the contract is to reside. Example: Canada

The Supplier's Physical Address

The Name of the Distributor

Is the Distributor a Corporation or Sole Proprietor

The Jurisdiction where the Distributor currently resides. Example: Ontario

The address where the Distributor currently resides.

The Name of the Contract Principal

The Name of the Principal's Business

Is the Distributor a Corporation or Sole Proprietor

The Type of Income Generated

Can the Distributor SubContract?

If the Distributor can subcontract should he provide written notice

If the Distributor can subcontract should the subcontract be under a confidentiality agreement

License Type

What type of Currency will the contract be in

How Long does the Distributor have to comply with the Supplier asking for an audit

The Audit shows a failure to report sales less then what percent

The Audit shows a failure to report sales more then what percent

How many hours of training will the distributor provide?

How much Interest should the Distributor pay if they don't give notice?

How much Interest should the Distributor pay annually if they don't give notice?

How long does the distributor have to give written notice to seller if the product is delayed

Can Seller Except a Refund

The Distributor assumes liability for the products shipped?

No Description

No Description

Must the Distributor notify the seller of any derivative products

Must the Distributor provide a letter of Guarantee

How many days does the Distributor have to provide product before this contract is terminated as words

How many days does the Distributor have to provide product before this contract is terminated as a number

On Termination of the contract how bad is it for the seller?

How many days to find an Arbitrator

How many days for the Arbitrator to provide results