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THIS AGREEMENT is made and entered into this _______________ day of ____________, 20 __, by and between:
[BUYER], a company duly registered pursuant to the laws of the state of [State] (hereinafter referred to as the "Buyer").
OF THE FIRST PART
[Manufacturer], a sole proprietor, partnership, corpoartion duly registered pursuant to the laws of [County and State] (hereinafter referred to as the "Manufacturer").
OF THE SECOND PART
A. The Manufacturer manufactures and wholesales
[Describe in detail and/or attachment documentation];
B. The Manufacturer wishes to enter into a supply agreement with the Buyer in respect of its Product on an exclusive/non exclusive basis for the local/overseas market;
C. The Buyer wishes to buy the Product from the Manufacturer and be the [exclusive/non exclusive] distributor of the Product for the Manufacturer in the local/overseas market.
NOW THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration given by each party to the other, the receipt and sufficiency of all of which is hereby acknowledged, the parties hereto hereby agree as follows:
In this Agreement the following terms shall have the following meanings:
(a) "Products" means [full desciption];
(b) "Current Product List" the document attached hereto and incorporated herein, as Exhibit "A";
(c) "Territory" [Local/International];
(d) "Person" any natural person, corporation, partnership, or other entity or association.
2. Manufacturer'S Covenants
On the terms provided herein, the Manufacturer hereby covenants and agrees with the Buyer as follows:
(a) the Manufacturer shall supply and sell to the Buyer without interruption;
(b) the Manufacturer will not sell or supply any Products directly or indirectly or to any person other than the Buyer;
(c) the Manufacturer shall promptly refer to the Buyer all leads, prospects, and related information which are directed to it or which it receives regarding potential purchasers of any Products;
(d) in the event the Manufacturer discontinues the manufacture of any of the Products, continue, for a reasonable time after such discontinuance, to make available to the Buyer replacement product for such discontinued Products or provide the Buyer the chemical formula and specifications for discontinued Products for use by the Buyer to service such discontinued Products previously sold to the Buyer;
(f) in addition to the provisions of paragraph 6 hereof, the Manufacturer shall supply the Buyer with all quantities of Products reasonably required by the Buyer.
(a) Unless sooner terminated in accordance with the provisions hereof, this Agreement commencing on the date hereof shall expire on [Date].
(b) At or before the expiration of this Agreement the parties shall negotiate in good faith for the renewal or extension of this Agreement.
4. Buyer's General Obligations
The Buyer shall:
(a) devote its best efforts to promoting and selling the Products purchased from the Manufacturer pursuant hereto to customers within the Territory;
(b) conduct any and all sales activities in connection with the Products in a lawful manner; and
(c) use its best efforts to develop demand for the Products.
5. Manufacturer's General Obligations
The Manufacturer shall:
(a) unless excused by circumstances beyond the Manufacturer's reasonable control in accordance with the terms and conditions herein, promptly deliver to the Buyer those Products for which the Buyer places orders, by delivery to the Manufacturer's main (Address) location, being, as at the date of this Agreement the ____________ day of ____________ 20 __;
(b) refrain from selling any Product to any person, other than the Buyer, within the Exclusive Territory, or to any person for use within the Exclusive Territory;
(c) promptly refer to the Buyer all leads, prospects, and related information which are directed to it or which it receives regarding potential purchasers of any Product within the Territory;
(d) supply the Buyer with all technical and technological data and information regarding the Products reasonably required by the Buyer and provide the Buyer with complete technical support for Products;
(e) ensure and maintain all quality standards for the Products and for any packaging of the Products. The Buyer will provide the Buyer from time to time with packaging specifications and standards to be met by the Buyer;
(f) The Products delivered to the Buyer under this Agreement shall, at time of delivery:
(i) be guaranteed to meet the specifications for (bottling and packaging) of the Products;
(ii) be guaranteed not to be misbranded or adulterated within the meaning of local, state, and Federal Law Act or any applicable law;
(iii) be in good usable and merchantable condition and fit for its intended purpose;
(iv) be in compliance with all applicable laws and regulations, including but not limited to those set forth in Schedule "A" attached hereto, provided, however, that any failure of the Product to meet the condition of paragraph ____ which is due to a defect in [specifications, tablets, or package inserts] which are sold by the Buyer to the Manufacturer hereunder shall be excluded from the Manufacturer's representations and warranties hereunder unless, with respect to defects in the tablets or package inserts, such defects are or should have been obvious to the Manufacturer upon reasonable inspection.
6. Transfer of Rights
This Agreement shall be binding on any successors of the parties.
This Agreement may be terminated before its initial term is completed by any party at any time, for any reason, provided that at least 30 days advance written notice of termination is given to the non-terminating party by the terminating party.
Any disputes pertaining to said agreement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the Australian Arbitration Association or like organisation in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
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.
11. Waiver of Contractual 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.
12. 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.
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.
14. 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.
15. 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.
16. Automatic Renewal
This Agreement will automatically renew, for successive 12 month periods, after its expiration unless written notice of termination is given by either party.
17. 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.
18. Entire Agreement
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if sent by U.S. Mail, certified or registered, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after if sent by U.S. Mail addressed to the party to whom such notice, demand or other communication is to be given as follows:
If to the Manufacturer:
[city, state, zip]
If to the Buyer:
[city, state, zip]
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
20. Applicable Law
This Agreement shall be governed by the laws of the State of [State].
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their representatives duly authorised and signed in duplicate, one copy of which shall be held by each party.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
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.
My commission expires: _____