Sample Agreement With Distributor

J. Severability. Any provision of this agreement, prohibited or unenforceable in one jurisdiction, is, to the extent that such prohibition or inapplicability, is inoperative, without the other parts of this agreement invalidating or affecting the validity or application of such a provision in another jurisdiction. b) buyout option. At the end or expiry of this contract, the supplier has the option to repurchase the distributor`s inventory of products and spare parts, the option that must be exercised in writing in the calendar [insert number] ([insert number]) days after that termination or expiry. If the supplier does so, the supplier will purchase the supplier`s inventory of products and spare parts from the distributor that can be purchased and sold in the original packaging and which are unchanged by their original form and design, subject to inspection, verification and receipt by the supplier. Such a repurchase of the distributor`s product and spare parts stocks must take place at the initial purchase price paid by the distributor to the supplier under this agreement. The supplier must pay the distributor for these products purchased in the calendar [Add in words] ([Add)) days after receiving these products and spare parts. (c) restrictions on the supplier`s activity. Subject to Article 2, point (d), this article, the supplier may not obtain from its distributors any obligation for territories other than the territory: (i) set up a storage or point-of-sale office for products in the territory, (ii) carry out promotional activities concerning products intended primarily for customers present in the territory and (iii) request orders for products from potential customers in the territory. 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. At the end of the agreement (or earlier, at the supplier`s request), the distributor will stop using all confidential information and immediately destroy the supplier (or destroy it, at the supplier`s request) all documents (written or electronic) in its possession or control, which constitute confidential information.