Distribution Contract Draft.doc

Between ……………………………………….. having its seat at ………………………………….., represented by Mr. …………………………………….. (hereinafter called “the Manufacturer”) and ……………………………………….. having its seat at ………………………………….., represented by Mr. …………………………………….. (hereinafter called “the Distributor”) IT IS AGREED AS FOLLOWS 1. Territory and Products_________________________________________________________________ 1.1 The Manufacturer grants and the Distributor accepts the exclusive right to sell the products listed in Annex 1 (hereinafter called the Products) in the territory indicated in Annex 2 (hereinafter called the Territory). 2. Distributors functions_________________________________________________________________ 2.1 The Distributor sells in his own name and for his own account, in the Territory, the Products supplied to him by the Manufacturer. 2.2 The Distributor has no authority to make contracts on behalf of, or in any way to bind the Manufacturer towards third parties. 2.3 The Distributor agrees to promote in the most effective way, and in accordance to the general directions given by the Manufacturer, the sale of the Products within the whole Territory and to protect the Manufacturers interests with the diligence of a responsible businessman. He shall especially set up and maintain an adequate organization for sales (and, where appropriate, after-sales service) with all means and personnel as are reasonably necessary in order to ensure the fulfilment of his obligations under this contract for all Products and throughout the Territory. 3 Undertaking not to compete_____________________________________________________________ 3.1 Without the prior written authorization of the Manufacturer, the Distributor shall not, distribute, manufacture or represent any products which are in competition with the Products, for the entire term of this contract. In particular he shall not engage, within the Territory or elsewhere, directly or indirectly, acting as distributor, commission m