**DISTRIBUTORSHIP AGREEMENT** THIS AGREEMENT is made on this ________ day of ________________, ______, by and between: 1. ________ (hereinafter referred to as the "Supplier"), a company incorporated under the laws of ________ and having its registered office at ________, AND 2. ________ (hereinafter referred to as the "Distributor"), a company incorporated under the laws of ________ and having its registered office at ________. **RECITALS** The Supplier is engaged in the manufacture, production and sale of certain products and wishes to appoint the Distributor as its distributor for the purpose of selling these products, and the Distributor wishes to accept this appointment. **1. DEFINITIONS AND INTERPRETATIONS** The definitions and rules of interpretation in this clause apply in this Agreement. **2. APPOINTMENT** The Supplier hereby appoints the Distributor as its non-exclusive distributor in the territory for the term of this Agreement. **3. TERM** This Agreement will commence on the Effective Date and will continue for a period of ________ unless earlier terminated in accordance with this Agreement. **4. SUPPLY OF PRODUCTS** The Supplier shall supply the Products to the Distributor as per the terms of this Agreement. **5. PRICE AND PAYMENT** The Distributor shall purchase the Products from the Supplier at the price set out in this Agreement. **6. DELIVERY** The Supplier shall deliver the Products to the Distributor at the agreed upon locations within the Territory. **7. TITLE AND RISK** Title and risk in the Products shall pass to the Distributor upon delivery. **8. INTELLECTUAL PROPERTY** The Supplier grants to the Distributor a non-exclusive, non-transferable, royalty-free license to use the Supplier's trademarks for the purpose of promoting and selling the Products. **9. CONFIDENTIALITY** Each party shall keep confidential all Confidential Information received from the other party and shall use it strictly for the purposes of this Agreement. **10. INDEMNITY** The Distributor shall indemnify the Supplier against any losses, damages, costs, liabilities and expenses incurred by the Supplier as a result of any breach of this Agreement by the Distributor. **11. LIMITATION OF LIABILITY** The Supplier's total liability in contract, tort, misrepresentation, restitution or otherwise arising in connection with this Agreement shall be limited to the price paid for the Products. **12. TERMINATION** This Agreement may be terminated by either party by giving ________ days’ written notice to the other party. **13. EFFECT OF TERMINATION** Upon termination of this Agreement for any reason, the Distributor shall cease to be entitled to sell the Products and shall cease to use any of the Supplier's trademarks. **14. FORCE MAJEURE** Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a Force Majeure event. **15. DISPUTE RESOLUTION** Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. **16. GOVERNING LAW** This Agreement shall be governed by and construed in accordance with the laws of India. **17. JURISDICTION** The courts at ________ shall have exclusive jurisdiction over any disputes arising out of this Agreement. **18. ASSIGNMENT** Neither party may assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement without the prior written consent of the other party. **19. ENTIRE AGREEMENT** This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. **20. AMENDMENT** No amendment of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties. **21. WAIVER** No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy. **22. SEVERANCE** If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement. **23. NOTICES** Any notice given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service to the address of the party set out in this Agreement. **24. COUNTERPARTS** This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. **25. THIRD PARTY RIGHTS** No one other than a party to this Agreement shall have any right to enforce any of its terms. **26. RELATIONSHIP OF THE PARTIES** Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties. **27. NON-EXCLUSIVE** The rights granted to the Distributor under this Agreement are non-exclusive. **28. NON-CIRCUMVENTION** The Distributor agrees not to engage in any activity or practice that would bypass or circumvent the Supplier's business operations or this Agreement. **29. INDEPENDENT LEGAL ADVICE** The parties acknowledge that they have had the opportunity to seek independent legal advice before entering into this Agreement. **30. BINDING EFFECT** This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. SUPPLIER: ____________________ Name: Title: DISTRIBUTOR: ____________________ Name: Title: Please note: This template is meant to provide a basic structure for a distributorship agreement. It is recommended that you seek legal counsel to ensure the agreement is legally sound and protects your interests.