经销商合同样本

This Agreement (“Agreement”) is made this day of by and between (“Manufacturer”) a company incorporated in and maintaining an office at and Bill Galarza (“Representative”), maintaining an office at 150 El Camino Real, Suite 220, Tustin CA 92780 USA. All parties may be referred to here in collectively as the “Parties”.RECITALSThe Manufacturer manufactures and sells certain products. Such products are referred to here in after as Products with the understanding that all references to the sale of products shall mean the sale of such products pursuant to the terms of Manufacturers standard form of sales agreement included with such products.Representative desires to become an authorized Representative to market manufacturers products.NOW, THEREFORE, Manufacturer and Representative here by agree as follows:1. DefinitionsA. Products shall mean all products currently manufactured and distributed by the Manufacturer and designated in Exhibit A, for sale in the geographic territories designated in Exhibit B.B. Customers shall mean those individuals and organizations that purchase the Manufacturers Products.C. “Confidential Information” means all nonpublic information provided by the parties here under which is designated in writing as “confidential” or, if orally disclosed, is reduced to writing by the disclosing Party within thirty (30) days of such disclosure. Confidential Information includes, but is not limited to: proprietary design information, proprietary manufacturing processes, Customers and the terms of this Agreement. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving Party; (ii) is rightfully known by the receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving Party without use of the disclosing Partys Confidential Information; or (iv) the receiving Party rightfully obtains from a third party without restriction on use or disclosure.2. Appointment and Authority of RepresentativeA. Subject to the terms and conditions of the Agreement, Manufacturer appoints the Representative as an authorized Representative for the Manufacturers Products to current and potential Customers and Representative accepts the appointment and agrees to sell and promote the sale of the Products. Representatives sole authority shall be to solicit orders for the Products in accordance with the terms of this Agreement. Representative shall not have authority to make any commitments whatsoever on behalf of Manufacturer.B. Representative shall neither advertise the Products to Customers nor solicit orders from Customers set forth in the “Excluded Customers” list in Exhibit C.C. Representative warrants that it does not currently represent or promote any lines or products that compete with the Products. Representative agrees not to represent any other Products similar to the Products, which, in Manufacturers judgment, compete with the Products covered by this Agreement.D. The relationship of Manufacturer and Representative established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, coowners or otherwise as participants in a joint undertaking, or (iii) allow Representative to create or assume any obligation on behalf of Manufacturer for any purpose whatsoever. All financial and other obligations associated with Representatives business are the sole responsibility of Representative.3. Sale of the ProductsA. Representative may sell Customers additional products and services related to the Manufacturers products, including, but not limited to, mechanical engineering, electrical/electronic engineering, manufacturing engineering, packaging design, graphics design and training. Manufacturer will participate to assist Representative in this endeavor. Additionally, Manufacturer may update Exhibit A from time to time, to add and remove Products, which may be sold to Customers. 4. Taxes and Representative CompensationA. Manufacturer will process all billings for the sale of Products. Manufacturer will be responsible for collecting and paying all taxes, fees, duties and charges related to the sale of Products. All such taxes, fees, duties and charges, and any related penalties and interest, arising from the sale of Products or the delivery of any services under this Agreement shall be paid directly by Manufacturer to the appropriate governmental agency.B. Representatives compensation shall be derived by the sale of the Products outlined in Exhibit A at the suggested pricing. Representatives commissions are outlined in Exhibit D. Representative will be paid all net proceeds, within 15 days of billing. Representative will be responsible for paying all taxes related to the payment of Commissions to Representative. All such taxes and any related penalties and interest, arising from the payment of Commissions under this Agreement shall be paid directly by Representative to the appropriate governmental agency.5. Service Warranty and AvailabilityA. Any warranty for the Products shall be fulfilled from the Manufacturer to the Customer, and pursuant to the warranty, the Representative shall document allegedly defective Products to Manufacturer.B. Under no circumstances shall Manufacturer be responsible to Representative or any other party, for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to any cause beyond Manufacturers reasonable control.6. Representatives Relationship and Conduct of BusinessA. Representative shall maintain an office and shall use its best efforts and devote such time and effort as may be reasonably necessary to sell and promote the sale of Manufacturers Products. Representatives efforts should include, but not be limited to, regular contact with prospective Customers.B. Representative will conduct all of its business in its own name and in such manner it may see fit. Representative will pay all expenses of its office and activities and be responsible for the acts and expenses of its employees.C. The Representative will provide technical support and assistance directly to Customers and Manufacturer will provide technical support and assistance to Representative and secondary support to Customers as necessary.D. Representative agrees to develop sufficient knowledge of Manufacturer products and competitive products to explain to Customers differences between Manufacturers Products and such competitive products.E. Representative shall furnish to Manufacturers credit department any information, which it may have, relative to the credit standing of any of its Customers.F. Representative shall abide by Manufacturers policies and communicate same to Manufacturers Customers.7. Use Of Trademarks and Trade NamesRepresentative recognizes and concedes for all purposes that all trademarks, trade names, or identifying slogans affixed to Manufacturer products, whether or not registered, constitute the exclusive property of Manufacturer and cannot be used except in connection with promoting and selling Manufacturers Products. During the term of the Agreement, Representative is authorized by Manufacturer to use the Manufacturers trademarks and logos in connection with Representatives promotion of Manufacturer Products, provided that Representatives use of such trademarks and logos shall be in accordance with Manufacturers policies. Representative shall have no interest in such trademarks or logo except as herein expressly provided, and Representatives use of such trademark and logos shall cease immediately upon termination or expiration of this Agreement.8. Confidential InformationThe Parties will not use the other Partys Confidential Information except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors that need to know such Confidential Information for the purpose of performing their duties under this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. The parties will use all reasonable efforts to maintain the confidentiality of all of the other Partys Confidential Information, but in no event less than the efforts that such Party ordinarily uses with respect to its own proprietary information of similar importance. The foregoing obligations will not restrict the Parties from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable it to contest the order or requirement. In addition, each Party may disclose the terms and conditions of this Agreement: (a) as required under applicable securities regulations; (b) on a confidential basis to its legal or financial advisors; and (c) on a confidential basis to present or future providers of venture capital and/or potential private investors in or acquirers of such Party.9. IndemnificationA. Manufacturer shall be solely responsible for the design, development, supply, production and performance of its Products and the protection of its trade names. Manufacturer agrees to indemnify and hold Representative harmless against, and to pay all losses, costs, damages and expenses whatsoever, including reasonable attorney fees, which Representative may sustain or incur on account of infringement or alleged infringement of patents, trademarks or trade names, resulting from the sale of Manufacturers Products, or arising on account of warranty claims or product liability matters. Representative will promptly deliver to Manufacturer any notices or papers served upon it in any proceeding covered by this indemnity, and Manufacturer will defend same at its expense. Representative shall, however, have the right to participate in the defense at its own expense.B. Representative shall be solely responsible for, and shall indemnify and hold Manufacturer free and harmless from, any and all claims, damages and lawsuits (including Manufacturers attorneys fees) arising out of the acts of Representative, its employees or its agents. Manufacturer will promptly deliver to Representative any papers served upon it in any proceeding covered by this indemnity, and Representative will defend same at its expense. Manufacturer shall, however, have the right to participate in the defense at its own expense.10. Term of Agreement and TerminationA. The term of this Agreement shall be effective on and will continue for one (1) year unless terminated earlier under the provisions in this Section. At the end of such term, this Agreement shall renew automatically without notice for an additional one (1) year term, unless either party, prior to sixty (60) days of the termination date, gives notice of termination.B. If Manufacturer defaults in its performance of any provision of this Agreement, then Representative may give written notice to Manufacturer that, if the default is not remedied within thirty (30) days, the Agreement will be terminated. If Representative gives such notice and the default is not remedied during the thirtyday period, then the Agreement shall automatically terminate at the end of that period.C. If Representative defaults in its performance of any provision of this Agreement, then Manufacturer may give written notice to Representative that, if the default is not remedied within thirty (30) days, the Agreement will be terminated. If Manufacturer gives such notice and the default is not remedied during the thirty-day period, then the Agreement shall automatically terminate at the end of that period.D. Manufacturer may terminate this Agreement immediately if Representative becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of its creditors.E. Representative may terminate this Agreement immediately if Manufacturer becomes insolvent or unable to pay its debts as they mature, or makes an assignment for the benefit of its creditors.11. GeneralA. This Agreement constitutes the entire understanding of the parties; shall supersede any oral or written agreements; and shall be binding upon and inure to the benefits of the parties successors and assigns. It may not be modified in any way without the written consent of both parties. B. Representative shall not have the right to assign this Agreement in whole or in part without the Manufacturers written consent.C. Manufacturer shall not have the right to assign this Agreement in whole or in part without the Representatives written consent.D. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of any rights of future enforcement of that or any other provision of this Agreement. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the PartiesE. All notices, consents and other communications required or permitted to be given under this Agreement will be in writing and delivered by courier or overnight delivery service, or by certified mail, and, in each instance, will be deemed given upon receipt. All notices, consents and communications will be sent to the addresses set forth below or to such other address as may be specified by either Party to the other in accordance herein.F. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.G. This Agreement shall be interpreted according to the laws of the United States of America and the state of California.H. This Agreement and its exhibits are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior and contemporaneous agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.I. Except as otherwise provided, if performance hereunder (other than payment) is interfered with by any condition beyond a partys reasonable control, the affected party, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such condition. However, if a force majeure detrimentally affects a partys performance of a material covenant hereunder for thirty (30) days or more, the other party can terminate this Agreement.12. Disputes and ArbitrationA. Any dispute, controversy, claim or question arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Orange County, California, in accordance with the rules then in effect of the American Arbitration Association, and judgment upon the award rendered may be entered by any court having jurisdiction thereof.B. Notwithstanding the foregoing, in any matter as to which either party hereto seeks injunctive relief, including, but not limited to any breach of the confidentiality provisions thereof, the party seeking relief may bring an action for such relief in any state or federal court having jurisdiction over the parties.In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys fees.IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives.Representative:Title:Dated:Address: City: State: Postal Code: Country: Manufacturer:Title:Dated:Address: City: State: Postal Code: Country: All products offered for sale by Manufacturer.Representative: Dated: Manufacturer: Dated: The United States of America and Canada.Representative: Dated: Manufacturer: Dated: No Excluded Customers.Representative: Dated: Manufacturer: Dated: The commission payable by the Manufacturer to the representative shall be % of the gross billable amount of each order, excluding shipping costs and taxes.Representative: Dated: Manufacturer: Dated: