For example, consider a clothing company that sells its product in several department stores or a tire manufacturer that sells tires through a mechanic`s or oil changers` store. Distribution agreements transfer marketing and distribution responsibility to the distribution company and allow the production company to focus its resources on the production and delivery of its products. Among the challenges to be taken into account in a distribution agreement: an exclusive distribution agreement allows a supplier to sell directly in a market when it has only one distributor. The order from the distributor`s supplier to Section 1 of this agreement is an exclusive date for the distribution of products in the territory. The supplier is not authorized to promote, recruit and sell supplier products independently, to support supplier products or to designate additional distributors for supplier products in the territory. Exclusive distribution agreements work when they are able to use both parties. Being the sole producer of certain products has a clear advantage for the distributor, especially when these products are performing well and have a high profit margin. There is also the obvious advantage of being able to control the message sent by advertising and marketing, as well as the advantage they do not have to do with other distributors who might be competing for volume and sales in the same region. In cases where these factors are correct, most distributors will be happy to accept the exclusive distribution. All orders are forwarded by the distributor to the supplier and are subject to written acceptance by the supplier. The supplier may refuse to accept an order (at its sole discretion). Each order filed constitutes an offer from the distributor to purchase or license the supplier`s products described in this order and, if accepted by the supplier, creates a contractual obligation for the distributor to purchase or license those products under the terms of this contract. The conflicting, inconsistent or additional conditions contained in an order filed by the distributor are not binding unless the supplier expressly accepts these conditions in writing.

All expenses resulting from the modification or cancellation of an order after acceptance by the Supplier, including transfer or reversion fees and any reasonable filling costs, will be paid by the distributor to the supplier upon request. The supplier may provide the distributor with certain confidential or protected information (“confidential information”). Confidential information includes information, whether written, electronic or oral, that the distributor knows is a proprietary, confidential or commercial trade secret of the supplier, including all technical or commercial information, software, including its source code and documentation, specifications and design information for suppliers, maintenance information, customer lists , price information, marketing information, policies, procedures and manuals through distributors or distribution channels. , research and development and other proprietary substances related to supplier products or supplier activities. The distributor will refrain from using the confidential information unless necessary to exercise its rights or fulfill its obligations under this Agreement. The distributor will also limit the disclosure of confidential information to those who must be aware of such confidential information in order to enable the distributor to comply with its obligations and to enjoy the rights conferred on it by this agreement. These persons are informed of the provisions of this section and agree with them and the distributor remains responsible for any unauthorized use or disclosure of confidential information by any of them.

Andrew Verboncouer • (920) 562-9601 •