THIS DEED OF ASSIGNMENT is made this 

BETWEEN:-





(1)	(Your name) trading as "(your trading name)" of (your address)



(2)	(The name of the company to whom you are assigning the agreement) 

whose registered office is situate at (their address) ("their company 

name')



(3)	(The name of the Managing Director) of (His address) aforesaid ("the 

Guarantor")



1 Recitals



1.1	The Agreement grants (your name) the Rights to distribute 

Products on the terms more particularly contained therein



1.2 (Your name) has agreed to sell to (The assignees company name) on 

the terms hereinafter set out the full benefit of the Agreement subject 

to the due discharge performance and observance by (the assignee's 

company name) of the Provisions of the Agreement



1.3 The consent of (The Principal) has been duly obtained 

2. Definitions



The following terms shall have the following meanings:-





2.1 "Agreement": The Distribution Agreement dated (date) made 

between (The Principal) (1) and



(Your name) (2) and any additions thereto or 

agreements supplemental thereto or superseding 

amending renewing or replacing the Agreement or 

otherwise



2.2 "Charging Period":



1st January to 31st March in each year 

1st April to 30th June in each year

1st July to 30th September in each year 

1st October to 31st December in each year 

2.3	"Commission":	x% of the Net Sales Value of the Products 

2.4 "Currency": (currency)



2.5	"Extension of the Term":



Any period whereby the Agreement is either extended 

renewed or replaced by a further period and whether 

brought about by any additions to or by an agreement 

supplemental to or superseding amending renewing



or replacing the Agreement or otherwise 

2.6	"Net Sales Value"



Means in relation to any Products the price charged to 

a customer or third party therefore and before the 

addition of any value added or other sales taxes 

thereon and delivery charges



2.7	"Payment Dates": 

15th April in each year 

15th July in each year



15th October in each year 

15th January in each year 

2.8	"Prescribed Rate":



4% above National Westminster Bank plc base rate 

from time to time in force



2.9	"Principal Sum":



(this is the initial sum that you will negotiate from the 

assignee for passing the sole rights on)

2.10	"Provisions":	The obligations terms and provisions 

contained in the Agreement to be observed and performed by the 

Distributor



2.11	All other words and phrases used in this Deed shall have (where 

the context so admits or requires) the same meaning as the definitions 

words and phrases used in the Agreement



2.12	References to the parties as hereinbefore defined shall include 

their respective successors in title or personal representatives as shall 

be appropriate



2.13	If the parties are at any time more than one person its 

obligations shall be joint and several obligations of such persons 

2.14 Words importing one gender import any other gender words 

importing the singular import the plural and vice versa and any 

reference to a person includes a reference to a company corporation 

authority board department or other body



Assignment



In consideration of the payment of the Principal Sum together with 

Value Added Tax thereon paid by (the assignee company) to (Your 

name) (the receipt of which is hereby acknowledged) and of the 

convenants and conditions hereinafter set out (including payment of 

the Commission) (Your name) assigns to (The name of the company to 

whom you are assigning the agreement) the full benefit of the 

Agreement for the residue of the Term and any Extension of the 

Term BUT SUBJECT TO the due discharge performance and 

observance by (the assignee company) of the Provisions



Covenants by (The Company being assigned to) covenants with (Your 

name):-



4.1 Throughout the Term and any Extension of the Term to pay the 

Commission together with Value Added Tax thereon in the Currency 

on the Payment Dates for the previous Charging Period and in default 

of payment of the Commission on the Payment Date to pay interest 

on the Commission at the Prescribed Rate from the Payment Date 

until the actual date of payment of the Commission



4.2 to send to (your name) on the Payment Dates a statement detailing 

how the Commission has been calculated



4.3 at all times hereafter to observe and perform the Provisions and at 

all times hereafter save harmless and keep indemnified (Your name) 

against all actions proceedings claims demands damages penalties and 

costs whatsoever by reason of or on account of the non-observance or 

non-performance of the Agreement or any part thereof or in respect 

of any matter which arises from or in any way relates to the 

Agreement



4.4 not to further assign dispose of or otherwise deal with the 

Agreement without the consent in writing of (your name) which 

consent shall not be unreasonably withheld in the event of the 

proposed assignee disposee or third party entering into an agreement 

on similar terms as contained herein and on (your name) being 

satisfied with the financial standing of the proposed assignee or 

guarantors thereof in the event that (your name)



shall so require



4.5 Not to make any sales transfers or disposals of the Products to any 

third party (which shall include any other company associated with 

or a member of the same group of companies as name of (company 

name of assignee) other than through itself and by way of bargain at

arms length and to raise an invoice in respect of every sale transfer or 

disposal



5.	Compensation .



In the event that the Agreement is terminated frustrated or brought 

to an end for any reason before the Expiry Date of the Term or any 

Extension of the Term other than either by effluxion of time at the end 

of the Notice Period as a result of proper notice given by the Principal 

or as a result of the liquidation (save for the purpose of reconstruction 

or amalgamation) receivership or bankruptcy of the Principal (or any 

similar occurrence affecting the Principal in its place of jurisdiction) 

(company name of assignee) shall pay to (your name) such sum as shall 

represent the equivalent of six months Commission based on the 

average Commission paid to (your name) for the three years prior to 

the date of such termination frustration or ending as aforesaid (or 

such shorter period if the Agreement shall not have continued for 

such three year period) together with Value Added Tax thereon if 

applicable



6. Information



(your name) and such person or persons who shall be authorised by 

him shall be entitled at any time to request (company name of assignee) 

to instruct its auditors for the time being to provide such information 

as (your name) or those authorised by him shall reasonably request in 

order to verify the amount of Commission paid to (your name) (such 

information to be provided within one month of the request) and in 

default thereof or in the event that (your name) or those authorised by 

him shall not be satisfied with such information an independent 

auditor shall be appointed by agreement of the parties and in default

of agreement by the President of the Law Society for the time being 

(or such person fulfilling the functions and duties of that office) the 

application to be made by (your name) and such independent auditor 

shall have access to all records and information relating to the sales 

of the Products by (company name of the assignee) and shall report its 

findings to the parties the costs of such independent auditor to be 

borne by (company name of the assignee) in the event that the 

independent auditor shall have found incorrect or inaccurate records 

and payments of Commission but otherwise the costs shall be shared 

equally by the parties



7. Guarantor



the Guarantor covenants with (your name) (and without the need for 

an express assignment his successors in title) that during the Term of 

the Agreement and any Extension of the Term (company name of the 

assignee) will discharge perform and observe the Provisions and the 

convenants and conditions of this deed and in default thereof the 

Guarantor will discharge perform and observe the convenants and 

conditions of this Deed and shall indemnify (your name) on demand 

against all actions proceedings claims demands losses damages 

penalties and costs arising or incurred by (your name) as a result of 

such default as aforesaid



8. Stamp Duty



This Deed shall be completed in duplicate and any liability to Stamp 

Duty in respect of the original and duplicated shall be discharged by 

(Company name of assignee)



IN WITNESS whereof these presents have been duly executed as a Deed 

the day and year before written



SIGNED AS A DEED by the said (your name) in the presence of:-

SIGNED AS A DEED by (Company name of assignee) acting by:-

SIGNED AS A DEED by the said (Director acting as Guarantor) in the 

presence of:-