AGREEMENT DATED THIS th Day 20 1. Parties (1) the name of the company with whom you are entering into the agreement, a corporation organised and existing under the laws of the country where the company resides, having its principal place of business in the County of their address. ("the Principal") (2) your name trading as "your trading name" of your address, including city and post code ("the Distributor") 2. Recitals 2.1 The Principal manufactures goods including the Products 2.2 The Distributor wishes to sell the Products in the Territory 3. Definitions The following terms shall have the following meanings: 3.1 'Commencement Date': 3.2 'Consignment': each shipment of products made by the Principal in response to an order placed in accordance with the terms of this agreement by the distributor 3.3 'Currency': the currency that you will deal in 3.4 'Expiry Date': the end of the Term 3.5 'Notice Period': 12 months 3.6 'Products': the products briefly described in the Schedule. Any other products or future products, of the Principal are subject to separate agreement at the discretion of the Principal. 3.7 'Rights': the exclusive right only to sell :- 3.7.1 the products 3.7.2 in the Territory 3.7.3 for the Term 3.8'Term': the period starting on the Commencement Date and continuing for a period of (number) years and thereafter until determined by either of the parties by the relevant Notice Period expiring on or at any time after the said period of years or in respect of a specific country within the Territory on the deletion of that country from this Agreement in accordance with clause 3.9.2 3.9 'Territory': 3.9.1 The countries of the United Kingdom, (list others) 3.9.2 To qualify any country for inclusion in the Territory, including those listed in clause 3.9.1, the Distributor agrees to supply evidence to the Principal of reasonable ability to market and distribute the Products therein. Should distribution cease within any country for a continuous period of three months during the term, the distributor agrees to notify the Principal in writing of the same within one month of expiry of that period and further agrees to delete that country from the Territory if distribution in that country is not resumed within a period of three months from the date of the notice in writing 3.10 The expression "the Principal" and "the Distributor" shall include their successors in title and assigns 4.1 Grant and Reservations 4.1.1 The Principal grants to the Distributor the Rights 4.1.2 The Principal agrees not to either sell itself nor through any agent nor appoint any other person to act as its distributor of the Products in the Territory during the Term 4.2 Without prejudice to the remaining provisions of this Agreement the Principal reserves the right 4.2.1 to decline to accept any order received from or through the distributor 4.2.2 to vary the price of the Products subject to giving the Distributor at least three months notice in advance, the variation to come into effect three month after such notice 4.2.3 to vary the Products either by making such changes in the design production or packaging of the Products as the Principal shall think fit or by the withdrawal of products which the Principal proposes to withdraw from its product range or by the addition to the Products of further products subject in all cases to giving the Distributor at least three months notice in advance 5. Principal's obligations The principal agrees with the Distributor 5.1 Sole and exclusive distributor Neither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights 5.2 Support and information To support the distributor in its efforts to promote the sales or other dealings in the Products and in particular at its own expense. 5.2.1 to supply samples of and printed materials about the Products the extent of such samples and printed materials (which shall be at no cost to the Distributor) shall be at the discretion of the Principal 5.2.2 to promptly provide updated information about the Products 5.2.3 to provide to the Distributor the Principal's published price list of all Products subject to this Agreement 5.3 Not to derogate from the Rights 5.4 Indemnity To indemnify and keep indemnified the Distributor from and against any and all loss damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by the Distributor in the course of conducting the sale of the Products and resulting from: 5.4.1 any act neglect or default of the Principal or its agents employees licensees or customers which in any way relates to the Products 5.4.2 the proven infringement of any intellectual property rights of any third party 5.4.3 any successful claim by any party alleging libel or slander in respect of any matter arising from the supply of the Products in the Territory provided that such liability has not been incurred by the Distributor through any of its defaults in carrying out the terms of this Agreement 5.5 Delivery of Products Subject to clause 9.2 and subject to availability to supply to the Distributor the Products in accordance with orders received from the Distributor which: 5.5.1 comply in all respects with relevant governmental or other regulations in the Territory 5.5.2 are of merchantable quality generally acceptable in the trade 5.5.3 conform to sample to the extent generally acceptable in the trade 5.5.4 are at prices notified to the Distributor by the Principal quarterly 5.5.5 are delivered with all reasonable dispatch 5.5.6 are in accordance with the usual business terms of the Principal from time to time in force 5.6 Extension of Territory 5.6.1 To give to the Distributor not less than 30 days written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment: 5.6.1.1 to sell the Products or goods similar to the Products 5.6.1.2 to sell or otherwise deal with any goods other than the Products in any places adjoining or within 100 miles from the perimeter of the Territory 5.6.2 Such notice may be treated by the Distributor as an offer of an equivalent appointment and before its expiry the Distributor may give written notice to the Principal that it will take up such appointment on such terms 5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice 5.7 Extension of Products To add to the Products goods as the Principal may notify to the Distributor during the Term provided that the Distributor: 6.6.1 In all matters concerning the Products to act in such manner as the Distributor ought reasonably to have considered to be most beneficial to the Principal but subject in any event to the Distributor not prejudicing its own business interest 6.6.2 In all matters concerning the Products to comply with all laws and bylaws of a governmental nature applicable thereto 6.7 Disclosure On entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known to it respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Principal including in particular the disclosure of other agencies in which the Distributor is interested directly or indirectly 6.8 Pass on information 6.8.1 To refer to the Principal any inquiries from prospective customers or other leads outside the Territory 6.8.2 To supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings outside the Territory 6.8.3 To pass on any information which may prejudice sales of the Products 6.9 Secrecy Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the Products or the goods business or affairs of the Principal other than with the consent of the Principal 6.10 Quality and storage On arrival of a Consignment at its premises promptly to store it in the proper way as notified by the Principal and to dispose of stock in a manner which will ensure all Products reach a customer in perfect condition taking into account the period as notified by the Principal during which the Products will remain stable 6.11 Disputes In the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal with details of the circumstances of the dispute 6.12 Notices To comply with the terms of any Default Notice as defined by clause 8.3 specifying a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be necessary but nothing in this clause is intended to require the Principal to serve notice of any breach before taking action in respect of it 6.13 Sub-distributors 6.13.1 to give prior notice of the intended appointment of any sub-distributors or agents of the Distributor which for the avoidance of doubt shall be permitted 6.13.2 to be responsible for the activities of any properly appointed sub-distributors or agents 6.14 Assignment 6.14.1 not to assign this Agreement without the prior written consent of the Principal 6.14.2 in the case of an intended assignment by the Distributor such consent shall not be withheld if the proposed assignee shall agree directly with the Principal in writing to be bound by the terms of this Agreement and the Principal determines in its sole discretion that the proposed assignee meets the territory qualifications described elsewhere herein 6.15 Delegation Not to delegate any duties or obligations arising under this Agreement otherwise than may be permitted under its terms 6.16 Grant back If at any time during the Term the Distributor makes or discovers . any improvements to the Products or the marketing of the Products forthwith: 6.16.1 to provide the Principal with all necessary details 6.16.2 to acknowledge that the property in any such improvement and the right to obtain any relevant protection belongs to the Principal 6.16.3 to provide such assistance as the Principal may reasonably require to obtain that protection 6.17 Payment To pay by the due date for payment 6.17.1 all sums due to the Principal in respect of the supply by the Principle to the Distributor of the Products 6.17.2 any other sum payable by the Distributor to the Principal under the terms of this Agreement 6.18 Indemnity To indemnify and keep indemnified the principal from and against all loss damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by the Principal resulting from a breach of this Agreement by the Distributor or any act neglect or default of the Distributor's agents employees or licensees relating to the Products 6.19 No warranties Not to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time 6.20 Act as principal In all correspondence and other dealings relating directly or indirectly to the sale or other dispositions of the Products clearly to indicatethat it is actig as principal 6.21 Not to tamper with products To sell the Products in the same condition as that in which it receives them and not to alter or remove or tamper with them or any markings or name plates or indications of the source or origin on them or any packaging supplied by the Principal other than with the consent of the Principal 7. Termination This Agreement shall terminate in the following circumstances :- 7.1 Time On the expiry date 7.2 Fundamental breach In the event that either party is in fundamental breach of this Agreement and fails to comply with the terms of any Default Notice as defined in clause 8.3 within the time stipulated 7.3 Insolvency If the Distributor goes into liquidation either compulsory or voluntary (save for the purpose of reconstruction or amalgamation) or commits an act of bankruptcy or if a receiver or trustee in bankruptcy is appointed in respect of the whole or any part of its assets or if the Distributor makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgement is made against the Distributor or any similar occurrence under any jurisdiction affects the Distributor 8.Termination consequences 8.1 Procedure On the expiry or other termination of this Agreement the Distributor undertakes: 8.1.1 to dispose of all Products in hand in accordance with the Principal's directions 8.1.2 to destroy all stationery relevant to the Products 8.1.3 to return to the Principal all samples and publicity material used in the Business 8.2 Distributor's inventory 8.2.1 The Principal shall be entitled to purchase from the Distributor at the invoice price including the cost of transportation all unsold Products then in the possession of the Distributor which it desires to purchase notifying the Distributor of its decision within 30 days of termination, and stocks not so purchased may be sold by the Distributor within three months of termination 8.2.2 In respect of any Products supplied by the Principal the price of which has not been paid in accordance with the terms of this Agreement the principal may exercise the right of repossession and thereupon shall cancel any sums outstanding in respect of them 8.2.3 For the purpose of operating sub-clause 8.2.2 fairly the Principal may apply all payments received in chronological order in relation to Consignments delivered and may apply any balance which does not fully discharge an invoice to such items on such invoices as it shall in its absolute discretion determine 8.2.4 Outstanding unpaid invoices shall become payable immediately instead of on the payment terms set out in clause 5.9 or otherwise provided for in this Agreement 8.3 Default notice In the event of a breach by either party of any of the provisions of this Agreement either party may serve notice requiring the breach to be remedied within the time stipulated in that notice but nothing in this clause shall require either party to serve notice of any breach before taking action in respect of it 8.4 Existing rights The expiry of termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the parties under this Agreement 9. Miscellaneous 9.1 Warranty Each of the parties warrants that it has power to enter into this agreement 9.2 Retention of title 9.2.1 All goods supplied by the Principal to the Distributor under the terms of this Agreement shall remain the sole and absolute property of the Principal both in law and in equity until the Distributor shall have paid the Principal the agreed price for such goods and title shall not pass until such payment has been made 9.2.2 Notwithstanding the retention of property and title in the goods by the Principal in accordance with the above provisions all goods supplied by the Principal to the Distributor under the terms of this Agreement shall be at the risk of the Distributor as is otherwise provided for in this Agreement and the Distributor is licensed by the Principal to agree to sell the goods on the Principal's behalf as agent save that the Distributor shall not hold itself out as such but shall sell on its own account 9.3 Reservation of rights The principal reserves the right notwithstanding anything to the contrary contained in this Agreement: 9.3.1 to decline any order or to decline to submit any quotation or tender on any inquiry transmitted to the Principal by the Distributor 9.3.2 in the event of any delay in payment by the Distributor to the Principal of any money due to the Principal to 9.3.2.1 reduce the credit limit to whatever amount or period the Principal considers appropriate 9.3.2.2 cease accepting orders from and the supply of products to the Distributor 9.4 Force majeure Both parties will be released from their respective obligations in the event of national emergency war prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the Agreement impossible 9.5 Severance In the event that any provision of this Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable or indications of the same are received by either of the parties from any relevant competent authority the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality or at the discretion of the Principal it may be severed from this Agreement 9.6 Whole agreement The Distributor acknowledges that this Agreement contains the whole agreement between the parties and it has not relied upon any oral or written representations made to it by the Principal or its employees or agents and has made its own independent investigations into all matters relevant to the Business 9.7 Supersedes prior agreements This Agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the commencement Date but without prejudice to any rights which have already accrued to either of the parties and may only be modified by an instrument in writing signed by the duly authorised representatives of the parties 9.8 Discretion No decision exercise of discretion judgement or opinion or approval of any matter mentioned in this Agreement or arising from it shall be deemed to have been made by the Principal except if in writing and shall be at its sole discretion unless otherwise expressly provided in this Agreement 9.9 Change of address Each of the parties shall give notice to the other of change or acquisition of any address or telephone telex or similar number as soon as practicable and in any event within 48 hours of such change or acquisition 9.10 Notice and service 9.10.1 Any notice or other information required or authorised by this Agreement to be given by either party to the other may be given by hand or sent (by first class pre-paid post, telex, cable, facsimile transmission or comparable means of communication) to the other party at the address referred to in clause 9.10.4 9.10.2 Any notice or other information given by post pursuant to clause 9.10.1 which is not returned to the sender as undelivered shall be deemed to have given on the 7th day after the envelope containing the same was so posted, and that it has not been so returned to the sender, shall be sufficient evidence that such notice or information has been duly given 9.10.3 Any notice or other information sent by telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly sent on the date of transmission, provided that a confirming copy thereof is sent by first class pre-paid post to the other party at the address referred to in clause 9.10.4 within 24 hours after transmission 9.10.4 Service of any legal proceedings concerning or arising out of this Agreement shall be effected by causing the same to be delivered to the party to be served at its principal place of business or such other address as may from time to time be notified in writing by the party concerned 9.11 Headings Headings contained in this Agreement are for reference purposes only and shall not be incorporated into this Agreement and shall not be deemed to be any indication of the meaning of the clauses and sub-clauses to which-they relate 9.12 Joint and several All agreements on the part of either of the parties which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the parties 9.13 No partnership The parties are not partners or joint venturers nor is the Distributor able to act as agent of the Principal save as authorised by this Agreement 9.14 The Principal's right to assign This Agreement and all rights under it may be assigned or transferred by the Principal with the prior consent of the Distributor which shall not be withheld if the proposed assignee shall agree directly with the Distributor to be bound by the terms of this Agreement 9.15 Arbitration and proper law 9.15.1 Any dispute arising out of or in connection with this Agreement shall be resolved by referral to binding arbitration 9.15.2 If the Principal commences arbitration, it shall be referred to the arbitration in London of a single arbitrator appointed by agreement between the parties or, in default of agreement, nominated on the application of either party by the President for the time being of the Law Society; in the event arbitration is commenced by the Distributor or an assignee of the Distributor, arbitration shall occur in the (Country of the Principals business) by a single arbitrator appointed by agreement between the parties or in default of agreement nominated on the application of either party by the President for the time being of the Bar Association of (the country of the Principals business) 9.15.3 The costs of the arbitration and of the parties shall be awarded by the arbitrator 9.16 Rights cumulative All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this Agreement shall restrict or prejudice the exercise of any other right granted or otherwise available to it 9.17 Survival of terms No term shall survive expiry or termination of this Agreement unless expressly provided 9.18 Waiver The failure by the Principal to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement 9.19 Costs Each of the parties shall pay the costs and expenses incurred by it in connection with this Agreement 9.20 Acceptance and delivery 9.20.1 Acceptance Orders shall be regarded as provisionally accepted to the extent notified in writing by the Principal. Items or Products that are temporarily out of stock will be notified in writing to the Distributor and back ordered and shipped at a later date unless the Distributor otherwise notifies the Principal in writing. The Distributor shall be entitled at any time up to the date of shipping to vary in writing any or all of an order 9.20.2 Shipping dates Shipping dates and estimates of time of arrival shall be the last available or known to the Principal and shall be notified to the Distributor but shall not be of the essence of the contract 9.20.3 Carriage The Principal shall as agent for the Distributor if requested contract on the usual terms for the carriage of the Consignment to its destination which may be any destination in the Territory reasonably requested by the Distributor by the usual route for such destination by a suitable means of transportation whether by land, sea or air or if necessary a combination of land sea and air and the Principal shall pay freight charges and add such charges to the invoice 9.20.4 Insurance The Principle as agent for the Distributor if requested shall effect in transferable form a policy of insurance against the risks involved in transporting the Consignment to its destination 9.20.5 Certificates of origin and other documentation 9.20.5:1 The Principal shall at the expense of the Distributor obtain for the Distributor any certifications of origin consular invoices or other documents the Distributor may require 9.20.5.2 The Principal shall render to the Distributor at the latter's request risk and expense every assistance in obtaining any documents other than those mentioned in clause 9.20.5.1 which the Distributor may require for the importation of the Consignment into the country of destination and where necessary its passage in transit through another country 9.20.5.3 It shall be the Distributor's responsibility to obtain any necessary licence for the export of the consignment to the country of destination 9.20.6 Packing for delivery and risk in transit 9.20.6.1 Unless otherwise requested the Principal shall pack the Consignment in containers and in a manner reasonably suitable for safe transportation to the required destination previously notified by the Distributor 9.20.6.2 The Principal shall at the request of the Distributor pack any Consignment in any special way reasonably required for delivery to any destination within the Territory designated by the Distributor (whether the Location or otherwise) and shall arrange freight and insurance to such destination as agent for the Distributor 9.20.6.3 The risk of loss or damage in respect of any Consignment shall pass from the Principal to the Distributor when it is delivered to the carrier at the Principal's premises for the purpose of transmission to its destination but the property in the Consignment shall not pass otherwise than in accordance with clause9.2. In the event that any Products are damaged during carriage the Principal will assist the Distributor in the completing and filing of any claim in relation thereto and provide such additional assistance as may be necessary to pursue such claims 9.20.7 Defective Consignment 9.20.7.1 If the Distributor notifies the Principal of any defect or fault in a Consignment within 30 days of arrival at the premises of the Distributor or such other place of delivery as shall have been designated by the distributor and such defect or fault shall not have occurred after the passage of risk of loss or damage to the Distributor the Principal shall at the request of the Distributor either replace the defective or faulty part of the consignment or grant an appropriate credit or refund as the Distributor shall decide 9.20.7.2 Any defect or fault in a Consignment for which the Principal is responsible shall entitle the Distributor to reject only the defective or faulty part and not the whole Consignment 9.20.7.3 The Distributor shall if required by the Principal but at the cost and risk of the Principal return any defective or faulty part of a Consignment to the Principal 9.20.7.4 Each Consignment of the Products which the Principal shall make shall be regarded as a separate contract of sale and no single default in a Consignment shall give grounds for termination of the agreement by the Distributor 9.20.8 Invoices The Principal shall debit the Distributor in its invoice with the price of the Product plus cost of packing including special packing done at the Distributor's request and the cost of freight and insurance effected by the Principal as agent for the Distributor 9.20.9 Price increases Where any price of the Products or the cost of packing is increased the Distributor shall be notified by the Principal and the increase shall operate three months after the service and the receipt by the Distributor of such notice but not before 9.20.10 Faulty Products In the event of the Distributor receiving notice in writing from a customer within 15 days of the customer receiving delivery of any of the Products that the Products were defective or faulty then provided the Distributor shall have complied with the provision of clause 6.11 and provided the defect or fault shall not have occurred after the passage of risk of loss or damage passed to the customer the Principal shall having received notice in writing from the Distributor setting out the circumstances of the matter within 15 days of the notice to the Distributor either replace the Product or give an appropriate credit or refund as the Principal shall decide 9.21 Payment of Invoices Invoices shall be paid in the Currency to the Principal in accordance with the provisions of clause 5.9 10. Non-exclusive Distribution Rights 10.1 For the purposes of this clause the following terms shall have the following meanings 10.1.1 Associate Territory: the countries of (list countries) 10.1.2 Non-exclusive Rights: the non exclusive right to sell 10.1.2.1 the products defined in clause 3.6 10. 1.2.2 in the Associate Territory 10.1.2.3 for the Term defined in Clause 3.8 10.2 The Principal grants to the Distributor the Non-exclusive Rights subject to but with the benefit of the provisions of this Agreement other than such provisions concerning exclusivity which the parties agree shall not apply to this clause 10 but in all other respects the provisions of this Agreement shall apply and shall be construed or modified but only to the extent necessary to give effect to this clause 10 and the intentions of the parties 10.3 During the Term the Distributor shall be entitled to request the Principal to grant exclusive rights in relation to any country comprised in the Associate Territory and in the event that the Distributor satisfies the requirement of clause 3.9.2 such country shall be transferred from the "Associate Territory" to the "Territory" and be subject to the provisions of this Agreement relating thereto SCHEDULE (The Products) See List Attached SIGNED AS A DEED by (Your name) in the presence of,