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Distributorship Agreement

(Note: Agreement to create a manufacturer-dealer agreement. Includes exclusive and non-exclusive agreements.)

AGREEMENT made on [Date] by and between [Name] of [Address], hereinafter referred to as "Manufacturer", and [Name] of [Address], hereinafter referred to as "Distributor", agree as follows:

Manufacturer produces products in the following areas: [Enumerate].

Distributor shall purchase an initial inventory from Manufacturer as described in the attached Exhibit "A."

The initial inventory shall be paid for on the following terms: [Enumerate].

The Distributor shall have the exclusive right to sell the products of Manufacturer in the following geographic area:

Manufacturer shall refer all sales prospects and orders it receives that are within the Distributor's exclusive area to Distributor.

Distributor shall maintain adequate facilities to provide after sale service to the purchasers of the products sold. This shall include a requirement to provide adequate staff and maintain an inventory of replacement parts.

Service within any warranty provided by Manufacturer shall be reimbursed to Distributor at: [Enumerate].

Manufacturer, shall in its discretion determine if service is within warranty or not, and shall accordingly reimburse the Distributor.

The Distributor shall either user advertising materials prepared by the Manufacturer or shall submit the same for prior approval to the Manufacturer.

Distributor shall take all reasonable steps to protect the trademarks and other intellectual property rights of the Manufacturer.

The initial term of this distributorship shall be (--) months. The distributorship shall be renewed at the termination of each period, unless (--) days notice are given of non-renewal.

The Manufacturer may cancel the agreement for cause upon (--) days notice to the Distributor.

Upon termination of the agreement, the Manufacturer shall have the first option to purchase the remaining inventory of Distributor at cost. In addition, Distributor shall cease to use any tradenames, trademarks, or promotional items provided by the Manufacturer.

Any disputes arising out of this agreement shall be arbitrated under the rules established by the American Arbitration Association before a single arbiter. The decision of the arbiter shall be final and may be entered as a judgment by either party in any competent court of law.

The distributor shall not distribute or represent any direct competitor of the Manufacturer for a period of (--) days after termination of this agreement.

Distributor shall not sell products manufactured by any direct competitor to Manufacturer without prior written authority from Manufacturer.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Waiver Of Agreementual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise,

(a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and

(b) the word including means including without limitation.

Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.

Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with U.S. Mail. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

If to the Manufacturer:
[name]
[street address]
[city, state, zip]

If to the Distributor:
[name]
[street address]
[city, state, zip]

All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; (--) business days after deposit in U.S. Mail, postage prepaid, if mailed; when answered back, if by facsimile; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

Failure to Object Not a Waiver. The failure of a party to object to, or to take affirmative action with respect to, any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach, or wrongful conduct until (--) days since the wrongful act or omission to act has passed.

Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.

Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.

Incorporation By Reference. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.

Cross-References. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents.

Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.

Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.

Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.

Entire Agreement. This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other written agreement.

This Agreement supersedes any prior oral agreements between the parties.

Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.

No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.

Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.

Applicable Law. This Agreement shall be governed by the laws of the State of [State].

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].

Signature

[Name], of Manufactuer

(Corporate Seal)

Signature

[Name], of Distributor

This Section for Notary:

Acknowledgment

STATE OF -------)

) ss: [Date]

COUNTY OF ------)

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

[Signature]

[Name of Notary Public]

My commission expires: [date]

(Seal)