Exclusive Supply Agreement - Download Free Template

EXCLUSIVE SUPPLY AGREEMENT

This Exclusive Supply Agreement (the “Agreement”) is effective on [DATE],

BETWEEN: [NAME OF THE BUYER], (the “Buyer”), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [NAME OF THE SUPPLIER], (the “Supplier”), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

Collectively, the Buyer and Supplier shall be referred to as the “Parties.”

WHEREAS, the Supplier is the owner of [SPECIFY PRODUCTS] which he intends to sell and supply to the Buyer on an exclusive basis;

WHEREAS, the Buyer is desirous of obtaining those Products from the Supplier, and the Supplier is willing to grant the Products, upon the terms and conditions hereinafter set forth;

WHEREAS, the Buyer and the Supplier desire to enter into an exclusive Agreement with regard to the sale and purchase of the products listed in Appendix A, hereinafter called the “Products;”

WHEREAS, the Buyer and the Supplier are entering into this Agreement in good faith and are relying on its terms;

NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

SCOPE OF AGREEMENT

The scope of the present Agreement is to exclusively supply the Products to the

Buyer

and the Buyer shall

purchase

the

roduct

The

arties hereto acknowledge and agree that the

Supplier

may sell other products to any third party upon the prior written consent of

the

Mentor

, which consent may be withheld by

the

Mentor

the

Mentor

's sole and absolute discretion.

The "Products" shall mean the goods or services specified in

Exhibit A

attached hereto, which may be modified from time to time by mutual written agreement of the

arties.

Each Party warrants that it has the right to enter into this Agreement and that its performance will not violate any agreement between it and any third party.

ORDER,

SUPPLY OF PRODUCTS

AND DELIVERY

The

Buyer shall submit purchase orders to

the

Supplier for the Products. Purchase orders shall include the type and quantity of Products requested by

the

Buyer, the requested delivery date, and any other specifications required by

the

Supplier.

The

Supplier shall use its best efforts to fill purchase orders in a timely manner and shall notify

the

Buyer of any anticipated delays.

The prices for the Products shall be as set forth in Exhibit

A and

shall remain fixed during the Term of this Agreement. Payment terms shall be as set forth in Exhibit A.

All

aterials delivered to

the

Buyer shall be set forth in each written purchase order.

The

Supplier

shall use its best efforts and the latest and most efficient delivery systems to deliver the

aterials no sooner than [

NUMBER OF

DAYS] days prior to the applicable

elivery

ate and no later than the applicable

elivery

ate

RELATIONSHIP

It is understood

by both the

arties

that

nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties.

PAYMENTS

For providing the Products to the

Buyer

, the

Buyer shall pay to

the

Supplier

the

price of the Products ordered through the

urchase

rder

. It is agreed that the terms of this Agreement shall prevail over any terms that may be included on the

purchase order.

Payment

hall be due and payable

within

[

NUMBER OF

DAYS]

days of the date of an invoice from

the

Supplier

If the Buye

r fails to

make any payment due to

the

Supplier

under this Agreement by the due

date for payment, then

the

Supplier

may

suspend the

upply of

the

Product

All

harges and taxes or any other applicable sales tax shall be paid by the

Buyer

at the rate and in the manner for the time being prescribed by law.

TERM AND TERMINAT

ION

TERM: The

erm of the Agreement is

until

the [DATE] from the Effective Date of this Agreement.

TERMINATION:

In the event of a noncompliance with any material term or condition of this Agreement by either Party, the other Party

in addition to any other remedies it may have, may terminate this Agreement by a written notice to the breaching Party

specifying such non-compliance. This Agreement shall terminate automatically

after

[

NUMBER OF

DAYS]

days unless the breaching Party cures the breach within such

[

NUMBER OF

DAYS]

day period

The present Agreement shall be automatically terminated at the expiration of the period

the present Agreement unless the Agreement is renewed at the end of the mentioned

erm.

However, both the

Parties

shall have the right to terminate the present Agreement by providing each other with a prior written notice of

[

NUMBER OF

DAYS]

days

Termination of this

greement shall not release either

arty from its obligations arising under this

greement prior to the

ffective

ate of

the

termination.

Termination by any Party shall not affect the rights and obligations of either Party which accrued before the Effective Date of the termination and does not affect any obligations of confidentiality covered by this Agreement.

LIABILITY

In no event shall

the

Supplier

be liable for any incidental, special, indirect, punitive or consequential damages, lost revenue, lost profits, or lost or damaged data, whether arising in contract, tort (including negligence) or otherwise, even if

the

Supplier

has been informed of the possibility thereof.

Notwithstanding anything else herein, all liability of

the

Supplier

for claims arising under this

greement or otherwise shall be limited to the money paid by

the

Buyer

the

Supplier

for the

Products or

services in the

[

NUMBER OF

DAYS]

days

preceding the event or circumstances

giving rise to such liability. T

his limitation of liability is cumulative and not per incident.

EXCLUSIVITY

Subject to the terms an

d conditions of this Agreement

the

Supplier

shall supply the Product

(or services)

to the Buyer in the

Territory exclusively to

the Buyer

during the Term; and

the

Supplier

shall

not, directly or indirectly, market, solicit orders for, sell, offer for sale, import, distribute, commercialize or otherwise provide

the

Product

to any other party in the Territory.

The

Supplier

hall not enter into any agreement with any

third party that would

conflict or interfere with its obligations under this Agreement, or result in its violation or breach of the terms, conditions or provi

sions of this Agreement

violate or conflict with

pplicable

aw.

CONFIDENTIAL INFORMATION AND NON-DISCLOSURE

The

arties

understand

that some information may be of a confidential and sensitive nature.

The

arties

agree

not to discuss or disclose information

associated to

this

Agreement

Definition: “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of the

Supplier

, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering,

uyer

lists and

uyer

s (including, but not limited to,

uyer

s of the

Supplier

on whom

the

Buyer

called or with whom

the

Buyer

became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the

Buyer

either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to

the

Supplier

at the time of disclosure to

the

Supplier

by the

Buyer

as evidenced by written records of

the

Supplier

, (b) has become publicly known and made generally available through no wrongful act of

the

Supplier

, or (c) has been rightfully received by

the

Supplier

from a third party who is authorized to make such disclosure.

Non-Use and Non-Disclosure.

The

Buyer

shall not, during or

after

the Term of this Agreement: (i) use the

Supplier

’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the

Supplier

, or (ii) disclose the

Supplier

’s Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole

property of the

Supplier

The

Supplier

shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such C

onfidential Information.

The

Buyer

, his/her servants, agents, and employees shall not use,

disseminate,

or distribute to any person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manag

er then appointed by the

Supplier

. Upon completion of the Services, or termination of this Agreement, or

at any time thereafter,

the

Buyer

and his/her servants, agents, and employees shal

l promptly return to the

Supplier

, or

upon the request of the

Supplier

shall destroy or delete, all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings

blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforement

ioned items developed by

the

Buyer

pursuant to his/her performance of the Services or ot

herwise belonging to the

Supplier

. If requested by

the

Supplier

, upon the termination or expiration of

this Agreement with the

Supplier

the

Buyer

agrees to and shall execute and deliver a termination certification attesting to the performance of the terms an

d conditions of this

ection,

which may be provided by

the

Supplier

in its sole discretion and timing

SEVERABILITY

If any term, covenant, condition or provision of this

Agreement

is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the

Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

and the remainder of the provisions of this

Agreement

shall in no way be affected, impaired or invalidated as a result.

MODIFICATIONS

The

Buyer

shall not make any m

odification or changes to the

greement

in any situation

Such changes or alteration will be treated as a material breach of this

greement.

The

Buyer

shall provide a

[

NUMBER OF

DAYS]

day written notice and request to

the

Supplier

prior to any modification or changed use of the IP Rights

and the failure on the part of

the

Supplier

to respond within that

[

NUMBER OF

DAYS]

day period shall be presumed to operate as a rejection of such request.

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or

[

NUMBER OF

DAYS]

days after being placed in the post,

postage prepaid, to the

Parties

at the addresses contained in this

Agreement

or as the

Parties

may later designate in writing at the

address

provided by the

Parties

FORCE MAJEURE

For purposes of this

ection, "force majeure" means an event beyond the control of either

Party

, which by its nature could not have been foreseen by such

arty

, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

either

arty

shall be under any liability for failure to fulfill any obligation under this

Agreement

, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed as a consequence of circumstances of force majeure

provided that such

arty

shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

WAIVER

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable

GOVERNING LAW AND JURISDICTION

This

Agreement

shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The

Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this

Agreement

or any arbitration award or decision arising from this

Agreement

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection with this

Agreement

, the

Parties

shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

INDEMNIFICATION

Parties

shall be indemnified and held harmless by

the

other

arty

from and against any and all claims of any nature wh

atsoever, arising out of

the

other

Party

performance.

Party

shall not be entitled to indemnification under this section for liability arising out of gross negligence or

wilful

misconduct of the

Party

or the breach by the

Party

of any provisions of this

Agreement

ENTIRE AGREEMENT

This

Agreement

contains the entir

Agreement

between the

Parties

. All negotiations and understandings have been included in this

Agreement

. Statements or representations which m

ay have been made by any

arty

to this

Agreement

in the negotiation stages of this

Agreement

may in some way be inconsistent with this final written

Agreement

. All such statements are declared to be of no value in this

Agreement

. Only the written terms of this

Agreement

shall bind the

Parties

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

SUPPLIER BUYER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

PRODUCTS AND PRICE

Exclusive Supply Agreement - Download Free Template Exclusive Supply Agreement - Download Free Template

Exclusive Supply Agreement - Download Free Template