THIS AGREEMENT is made this ______ day of ______, 19, by and between ______ [Name of
Company], with its principal place of business located at ______ [Address] (the "Company") and ______
[Name of Distributor], ______ [Address] ______ (the "Distributor").
NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is
agreed as follows:
APPOINTMENT OF DISTRIBUTORSHIP
1. Distribution Right. The Company hereby appoints and grants Distributor the exclusive and
non-assignable right to sell the equipment of the Company ("Equipment") listed in the then current "Price
List" (Exhibit "A" attached hereto) [omitted]. The distribution right shall be limited to customers who have
places of business in, and will initially use the Company's products in the geographic area set forth in
Exhibit "B" attached hereto.
2. Prices. All prices stated are FOB the Company's offices in ______ [Address]. Prices do not
include transportation costs which shall be borne by Distributor. Prices do not include federal, state or local
taxes applicable to the products sold under this Agreement. An amount equal to the appropriate taxes will
be added to the invoice by the Company where the Company has the legal obligation to collect such taxes.
Distributor shall pay such amount to the Company unless Distributor provides Company with a valid tax
exemption certificate authorized by the appropriate taxing authority.
3. Terms. Terms are net cash upon delivery, except where satisfactory credit is established in
which case terms are net thirty (30) days from date of delivery. The Company reserves the right to revoke
any credit extended at the Company's sole discretion. Distributor agrees to pay such invoices when due
regardless of other scheduled deliveries. Invoices not paid within thirty (30) days of the invoice date will
have one and onehalf percent (1-1/2%) per month finance charge assessed against the unpaid balance from
the date of invoice until the date of payment.
4. Title to Equipment. The Company hereby reserves a purchase money security interest in each
unit of Equipment sold or to be sold under this Agreement and in the proceeds thereof, if Distributor shall
have sold or leased a unit(s) to another party prior to Distributor paying Company the purchase price for
such Unit as set forth herein, in the amount of such unit's purchase price. These interests will be satisfied by
payment in full. A copy of this Agreement may be filed with the appropriate uthorities at any time after the
signature by the Company as a financing statement in order to perfect the Company's security interest. On
the request of the Company, Distributor shall execute financing statement(s) and other instruments the
Company shall desire to perfect a security interest in the Equipment for its purchase price. Title to the
Equipment shall pass to Distributor upon receipt by the Company of payment in full for all amounts due for
such units of Equipment.
5. Competitive Equipment. Distributor agrees not to represent or sell other products which are
deemed to be competitive with the Company's Equipment unless agreed to by the Company by written
MARKETING AND SUPPORT
1. Sales. Distributor shall use its best efforts to promote the sale and distribution of the Equipment
and to provide adequate support, which efforts shall include the following:
(a) Establishing and maintaining appropriate, attractive and accessible premises and
facilities for the display and demonstration of Equipment;