In this Agreement, unless the context otherwise requires, the following terms shall have the meanings respectively ascribed to them hereinbelow: "Products" shall mean those goods, articles and items manufactured, supplied or marketed by the Supplier and listed and described by reference, specification, catalogue number or trade designation at [Product List/Description], together with such further or additional goods as the Parties may from time to time agree in writing to include within the scope of this Agreement.

"Territory" shall mean the geographical area comprising [Country] and such other adjoining regions, if any, as may be specifically identified at [Territory Description], within which the Distributor is authorized to market, distribute and resell the Products pursuant to the terms hereof.

"Confidential Information" shall mean any and all information, data, know-how, trade secrets, specifications, drawings, designs, formulae, pricing, customer lists, business plans, financial information and any other proprietary matter disclosed by or on behalf of one Party to the other, whether orally, in writing, electronically or by any other means, and whether or not expressly marked or identified as confidential, which by its nature or the circumstances of its disclosure ought reasonably to be regarded as confidential.

"Intellectual Property Rights" shall mean all patents, utility models, rights to inventions, copyrights and related rights, trademarks, trade names, service marks, domain names, rights in get-up, goodwill, rights to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered.

The headings and sub-headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation hereof.

References to Sections, Clauses and sub-Clauses are to the sections, clauses and sub-clauses of this Agreement unless otherwise expressly stated.

Words importing the singular shall include the plural and vice versa; words importing any gender shall include every gender; and references to persons shall include natural persons, bodies corporate, partnerships, associations and governmental and regulatory authorities.

Any reference to "including", "includes" or "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as, nor shall it take effect as, limiting the generality of any preceding words.

Subject to the terms and conditions of this Agreement, the Supplier hereby appoints the Distributor, and the Distributor hereby accepts such appointment, as the Supplier's exclusive distributor for the marketing, promotion, distribution and resale of the Products within the Territory for the duration of the Term.

During the Term, the Supplier shall not, directly or indirectly, (i) appoint any other distributor, agent, reseller, representative or dealer in respect of the Products within the Territory; (ii) sell, deliver, supply or otherwise make available the Products to any third party within the Territory; nor (iii) solicit orders for, promote or advertise the Products to any customer located, having its principal place of business, or taking delivery within the Territory.

The Supplier covenants that it shall refer to the Distributor all enquiries, orders, prospective customers and leads for the Products originating from, directed to, or intended for use within the Territory, and shall promptly forward to the Distributor all such correspondence and communications without delay and without charge.

The exclusivity granted hereunder shall extend to all channels of distribution within the Territory, including without limitation wholesale, retail, electronic commerce, mail order and any other direct or indirect means of commercialization.

The Distributor shall purchase the Products from the Supplier for its own account and shall resell the same in its own name, on its own behalf and at its own risk, and nothing in this Agreement shall be construed as creating any relationship of agency, partnership, joint venture, franchise or employment between the Parties.

The Distributor shall be entitled, in its sole discretion and without the requirement of any consent from the Supplier, to appoint sub-distributors, dealers or resellers within the Territory for the furtherance of the distribution of the Products, provided that the Distributor shall remain responsible to the Supplier for the acts and omissions of such appointees.

For the avoidance of doubt, no minimum purchase, sales, performance or turnover obligations of any kind are imposed upon the Distributor under this Agreement, and the Distributor's failure to achieve any particular volume of purchases or sales shall not constitute a breach hereof or afford the Supplier any right to terminate, modify or restrict the exclusivity granted herein.

The Supplier shall supply the Products to the Distributor in accordance with the terms of this Agreement and shall use its best endeavours to ensure continuity of supply and the timely fulfilment of all orders duly placed by the Distributor hereunder.

The Supplier shall manufacture, package and label all Products in strict conformity with the specifications, standards and quality requirements applicable thereto, and shall ensure that the Products are of merchantable quality, fit for their intended purpose, free from defects in design, material and workmanship, and compliant with all applicable laws and regulations in the Territory.

The Supplier shall, at its sole cost and expense, provide the Distributor with such reasonable quantities of samples, product information, technical documentation, user manuals, data sheets, promotional literature, marketing collateral and training materials, in such languages as the Distributor may reasonably require for the proper performance of its duties hereunder.

The Supplier shall promptly notify the Distributor in writing of any anticipated or actual delays, shortages, shortfalls, discontinuations or interruptions in the manufacture or supply of the Products, and shall use its best endeavours to mitigate the effects thereof upon the Distributor's business.

The Supplier shall maintain, at its own cost, product liability insurance with a reputable insurer in an amount of not less than [Amount] [Currency] per occurrence, and shall furnish the Distributor with evidence of such insurance upon written request.

The Supplier shall provide the Distributor with reasonable technical, commercial and after-sales support, including such product training, defect analysis, warranty administration and customer service assistance as the Distributor may from time to time reasonably request.

The Supplier shall obtain, maintain and renew, at its sole cost and expense, all licenses, permits, registrations, approvals, authorizations and clearances required for the manufacture, export, importation (where attributable to the Supplier), sale and distribution of the Products within the Territory, and shall provide the Distributor with such assistance and documentation as may be necessary in connection therewith.

The Supplier shall not, during the Term or for a period of [Number] years following the expiry or termination hereof, directly or indirectly, solicit, divert or accept business from any customer of the Distributor within the Territory in respect of the Products or any goods substantially similar thereto.

The Territory, as defined herein, shall constitute the sole and exclusive area within which the Distributor is authorized and licensed to market, promote, distribute and resell the Products pursuant to this Agreement.

The Distributor shall be entitled to establish such sales offices, showrooms, warehouses, storage facilities and distribution points within the Territory as it may, in its sole and absolute discretion, deem necessary or expedient for the proper conduct of its business hereunder.

The Distributor shall not be obliged to refrain from passive sales to customers outside the Territory, and the Distributor shall be permitted to fulfil unsolicited orders received from any such customers to the extent permitted by applicable law.

Any expansion, contraction, modification or redefinition of the Territory shall require the mutual written consent of the Parties, and in the event the Supplier wishes to introduce the Products into any additional geographical area adjacent to or associated with the Territory, the Distributor shall be granted a right of first refusal to extend its distribution rights thereto on terms no less favourable than those contained herein.

The Supplier covenants and agrees that it shall impose upon all of its other distributors, resellers, agents and representatives, wherever situated, strict contractual prohibitions against the active solicitation of customers, the establishment of any branch or distribution depot, or the targeting of any marketing or advertising activity within the Territory.

In the event the Supplier learns of any unauthorized sale, importation, parallel importation or distribution of the Products within the Territory by any third party, the Supplier shall promptly notify the Distributor thereof and shall, at its own cost, take all such reasonable measures as the Distributor may request to prevent, restrain and remedy such unauthorized activity.

The scope of distribution hereunder shall encompass all current and future variants, models, configurations, versions and derivatives of the Products, together with all accessories, spare parts, consumables and ancillary items offered by the Supplier in connection therewith.

The Products subject to this Agreement are those described at [Product List/Description], as the same may be amended, supplemented or expanded from time to time by mutual written agreement of the Parties.

In the event the Supplier develops, acquires, licenses or introduces any new product, product line, model, variant or improvement which is substantially similar to, competes with, or is complementary to the Products, such new product shall automatically fall within the scope of this Agreement and the Distributor's exclusive distribution rights, unless the Distributor expressly elects in writing to exclude the same.

The Supplier shall not materially alter, modify, redesign, substitute, discontinue or withdraw any of the Products without providing the Distributor with not less than [Number] days' prior written notice thereof, together with full particulars of the proposed change and its anticipated impact upon the Distributor's business, orders and customers.

In the event the Supplier intends to discontinue the manufacture or supply of any Product, the Distributor shall be entitled to place a final "last time buy" order for such Product in such quantities as the Distributor may reasonably require to meet forecast customer demand and warranty obligations, and the Supplier shall accept and fulfil such order on the pricing and terms otherwise prevailing hereunder.

The Supplier warrants that all Products supplied hereunder shall conform in all respects to the applicable specifications, descriptions, samples and representations made by the Supplier, and shall be free from any defect in design, materials or workmanship for a period of not less than [Warranty Period] from the date of delivery to the end customer.

The Supplier shall promptly notify the Distributor of any product recalls, safety notices, regulatory actions, defect reports or quality complaints affecting the Products, wheresoever arising, and shall cooperate fully with the Distributor in the implementation of any corrective, remedial or recall action required within the Territory, with all costs and expenses thereof borne by the Supplier.

The Supplier shall maintain adequate stocks of spare parts, consumables, components and replacement items in order to support the Products supplied hereunder for a period of not less than [Number] years following the discontinuation of any Product.

Title to and ownership of each unit of the Products shall pass from the Supplier to the Distributor upon delivery of such unit to the Distributor in accordance with the delivery terms specified herein, notwithstanding any provision in the Supplier's general conditions, invoices or other documents to the contrary.

Risk of loss, damage or destruction in respect of the Products shall pass to the Distributor upon the same event and at the same time as title passes under the preceding clause.

The Supplier shall not seek to impose, assert or enforce any reservation of title, retention clause, Romalpa provision, or similar proprietary security interest in respect of the Products after title has passed to the Distributor pursuant hereto, and any such purported reservation shall be of no force or effect.

Upon passing of title to the Distributor, the Distributor shall be entitled to deal with, resell, dispose of, pledge, intermingle or otherwise commingle the Products in the ordinary course of its business as it shall in its sole discretion determine, free of any claim or restriction by the Supplier.

The Distributor shall not be required to hold the Products on trust, segregate the Products from its own goods, maintain separate accounts for the proceeds of sale, or account to the Supplier for any resale proceeds, markup or margin realized upon the resale of the Products.

The Supplier shall ensure that all Products delivered hereunder are free and clear of any lien, charge, encumbrance, security interest or third-party claim of any nature whatsoever, and the Supplier shall indemnify and hold the Distributor harmless against any claim asserted by any third party in derogation of such clear title.

Any payment made by the Distributor on account of the Products shall not be construed as a condition precedent to the passing of title, and the Supplier's remedy for non-payment shall be an action for the price and any other remedies expressly set forth herein, and shall not extend to recovery or repossession of any Products in which title has already vested in the Distributor.

The Distributor shall use commercially reasonable endeavours to promote, market and distribute the Products within the Territory in a manner consistent with its ordinary business practices and the reasonable image and reputation of the Products.

The Distributor shall maintain, at its own cost, such facilities, personnel, equipment and infrastructure as it, in its sole discretion, considers appropriate for the proper performance of its obligations hereunder.

The Distributor shall observe all applicable laws, regulations and licensing requirements of the Territory in connection with its performance hereunder, and shall obtain and maintain all such permits, authorizations and approvals as may be required of a distributor of the Products in the Territory.

The Distributor shall, upon reasonable written request, furnish the Supplier with such periodic sales reports, market information and forecasts as the Supplier may reasonably require for the purposes of inventory planning and production scheduling, provided that no such reporting obligation shall be unduly burdensome or require the disclosure of competitively sensitive information relating to the Distributor's customers, pricing or margins.

The Distributor shall handle any customer complaints or warranty claims relating to the Products with reasonable diligence and in cooperation with the Supplier, provided that all costs attributable to defects in the Products or breach by the Supplier shall be borne by the Supplier.

The Distributor shall not knowingly make any representation, warranty, guarantee or affirmation concerning the Products which goes beyond or is inconsistent with the written specifications and representations supplied by the Supplier.

The Distributor shall not be obliged to purchase, stock or maintain any particular quantity or value of inventory of the Products, and the quantities to be ordered from time to time shall be determined by the Distributor in its sole and absolute discretion.

The Distributor shall have full and exclusive discretion as to the form, content, medium, timing, frequency and extent of all marketing, advertising, promotional and sales activities undertaken by it in connection with the Products within the Territory.

The Distributor shall be entitled to engage such advertising agencies, marketing consultants, public relations firms, media outlets and sub-contractors as it may consider appropriate, upon such terms as it shall negotiate, for the promotion of the Products.

The Supplier shall, at its own cost and expense, contribute towards the Distributor's marketing and promotional activities in such amount as the Parties may from time to time agree in writing, or failing such agreement, in a sum equivalent to [Percentage] percent of the net invoice value of the Products purchased by the Distributor during the relevant period.

The Supplier shall supply to the Distributor, free of charge and in such quantities as the Distributor may reasonably require, all promotional materials, brochures, catalogues, point-of-sale displays, digital content, images and other marketing collateral in the Distributor's chosen language or languages.

The Distributor shall be entitled to translate, adapt, modify and localize any marketing and promotional materials supplied by the Supplier, or to create its own original materials in connection with the Products, provided that such materials do not materially misrepresent the characteristics of the Products.

The Distributor may participate in such trade fairs, exhibitions, conferences and industry events as it shall select, and the Supplier shall, upon reasonable request, provide samples, demonstration units and technical support for such events at the Supplier's cost.

The Supplier shall not undertake, directly or through any third party, any marketing, advertising or promotional activity targeted at the Territory without the prior written consent of the Distributor, and any goodwill accruing from the marketing activities of the Distributor within the Territory shall enure for the benefit of the Distributor.

The Distributor shall own all right, title and interest in and to any original marketing materials, advertisements, campaigns, customer lists, sales data, market research and goodwill generated by it in connection with the distribution of the Products.

The Distributor shall submit orders for the Products in writing (which shall include electronic transmission) to the Supplier, specifying the quantities, specifications, requested delivery dates and delivery destinations of the Products to be supplied.

Each order submitted by the Distributor shall be deemed accepted by the Supplier unless rejected in writing within [Number] business days of receipt thereof, and the Supplier shall not unreasonably reject any order which conforms to the ordinary course of dealing between the Parties.

The Supplier shall deliver the Products to the Distributor or to such destination as the Distributor shall specify, on the delivery terms of [Delivery Terms, e.g., DDP (Incoterms 2020)] to [Delivery Location], within such delivery time as shall be specified in the Distributor's order and confirmed by the Supplier, and in any event not later than [Number] days from the date of order acceptance.

Time shall be of the essence in respect of all deliveries of the Products hereunder, and the Supplier shall be liable to the Distributor for any losses, costs, damages, liquidated damages or customer claims arising directly or indirectly from any delay in delivery.

The Products shall be properly packed, marked and labelled by the Supplier so as to protect them against damage, deterioration and loss during transit and storage, and so as to comply with all applicable laws, regulations and customary trade practices in the Territory.

Risk of loss or damage to the Products during transit, carriage, handling and up to and including delivery to the Distributor at the agreed delivery destination shall be borne exclusively by the Supplier, and the Supplier shall maintain adequate insurance in respect thereof.

Upon receipt, the Distributor shall have a period of not less than [Number] days within which to inspect the Products and to notify the Supplier of any shortfall, non-conformity, defect or damage, provided that latent defects may be notified at any time following their discovery.

In the event of any shortfall, non-conformity, defect or damage, the Supplier shall, at the Distributor's election and at the Supplier's sole cost (including transport, insurance and handling), promptly repair, replace or refund the price of the affected Products, without prejudice to any other remedy available to the Distributor.

The Supplier shall at all times maintain sufficient inventory of the Products to meet the Distributor's reasonably anticipated requirements, and shall not plead stock-out, production constraint or similar matters as justification for any failure or delay in supply.

The prices payable by the Distributor for the Products shall be those set forth in the Supplier's price list in effect as of the Effective Date, a copy of which has been provided to the Distributor, as the same may be amended from time to time in accordance with this Section.

The Supplier shall not increase the prices of the Products during the first [Number] months of the Term, and thereafter any price increase shall require not less than [Number] days' prior written notice to the Distributor and shall not take effect in respect of any order placed prior to the effective date of such increase.

Any price increase shall not exceed [Percentage] percent per annum, and shall be commercially reasonable, non-discriminatory and justified by reference to objective increases in the Supplier's costs of raw materials, labour or production.

The Supplier shall extend to the Distributor the most favourable prices, terms and discounts offered by the Supplier to any other distributor, reseller or customer worldwide for comparable quantities of the Products, and shall promptly reduce the Distributor's prices to reflect any more favourable terms so offered.

All prices quoted by the Supplier shall be exclusive of value added tax, sales tax or other similar indirect taxes, which shall be payable in addition where lawfully applicable, but shall be inclusive of all costs of manufacture, packaging, labelling, insurance and freight to the agreed delivery destination.

The Supplier shall invoice the Distributor upon delivery of the Products, and each invoice shall contain such particulars as are reasonably necessary to enable the Distributor to verify the amounts charged.

The Distributor shall pay each undisputed invoice within thirty (30) days from the date of receipt of a correct invoice, by bank transfer to such account as the Supplier shall from time to time nominate in writing, in the currency of [Currency].

Where the Distributor in good faith disputes any invoice or portion thereof, it shall notify the Supplier in writing of the nature of the dispute and shall be entitled to withhold payment of the disputed amount pending resolution thereof, without such withholding constituting a breach of this Agreement or giving rise to any right of suspension or termination on the part of the Supplier.

Any taxes, duties, tariffs, levies or governmental charges imposed in the Supplier's country of manufacture or export, together with any withholding taxes required to be deducted from payments to the Supplier, shall be borne by the Supplier.

As between the Parties, all Intellectual Property Rights in and to the Products, including without limitation all patents, designs, trademarks, trade names, copyrights, know-how and trade secrets, are and shall remain the sole and exclusive property of the Supplier.

The Supplier hereby grants to the Distributor, during the Term and solely for the purposes of this Agreement, a non-exclusive, royalty-free, non-transferable (save to sub-distributors appointed hereunder) license to use the Supplier's trademarks, trade names, logos and other brand indicia (collectively, the "Brand") solely in connection with the marketing, advertising, promotion, distribution and resale of the Products within the Territory.

The Distributor shall use the Brand substantially in the form and manner approved by the Supplier, and shall not alter, deface or combine the same with any other mark in a manner that would materially diminish its distinctiveness or validity.

The Supplier represents and warrants that it is the lawful owner of, or duly licensed to use, all Intellectual Property Rights embodied in or associated with the Products and the Brand, and that the marketing, distribution and sale of the Products within the Territory as contemplated hereunder shall not infringe the Intellectual Property Rights of any third party.

The Supplier shall, at its own cost and expense, apply for, register, maintain and renew such trademarks, patents and other Intellectual Property registrations relating to the Products and the Brand within the Territory as the Distributor may reasonably request from time to time.

Each Party shall promptly notify the other Party of any infringement, misappropriation, unauthorized use, counterfeiting or passing off of the Supplier's Intellectual Property Rights within the Territory of which it becomes aware, and the Supplier shall, at its sole cost and expense, take all appropriate action to prevent, restrain and remedy such infringement, including the commencement of proceedings where appropriate.

In the event the Supplier fails or declines to take enforcement action within a reasonable period following notification, the Distributor shall be entitled (but not obliged), at the Supplier's cost, to take such action in its own name or in the name of the Supplier, and the Supplier shall furnish such cooperation, documentation and assistance as may be required for that purpose.

Any goodwill generated through the Distributor's use of the Brand within the Territory shall, as between the Parties, enure to the benefit of the Supplier, provided that the Distributor shall own all customer relationships, customer lists and commercial goodwill associated with its distribution business.

Upon the expiry or termination of this Agreement, the Distributor shall cease all use of the Brand, save to the extent necessary to complete the sale of any inventory of Products remaining in its possession.

Each Party represents and warrants to the other that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has full corporate power and authority to enter into and perform this Agreement; (iii) this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms; and (iv) its execution and performance of this Agreement does not violate any law, regulation, order, judgment or contract to which it is a party or by which it is bound.

The Supplier represents and warrants that: (a) it has the full right, title and authority to appoint the Distributor on an exclusive basis within the Territory and to grant the rights contemplated hereunder; (b) no prior appointment, arrangement, understanding or encumbrance exists which conflicts with or derogates from the exclusivity granted to the Distributor hereunder; and (c) it has not granted and shall not grant any inconsistent rights to any third party during the Term.

The Supplier warrants that all Products supplied hereunder shall: (i) conform in all respects to the applicable specifications and samples; (ii) be of merchantable quality and fit for the purpose for which they are ordinarily used and for any particular purpose made known to the Supplier; (iii) be free from defects in design, materials and workmanship; (iv) comply with all applicable laws, regulations, standards and safety requirements of the Supplier's country of manufacture and the Territory; and (v) be free and clear of all liens, charges and encumbrances.

The Supplier warrants that the Products, the Brand and the authorized use thereof by the Distributor shall not infringe, misappropriate or violate any Intellectual Property Right or other right of any third party.

The warranties set out herein shall be in addition to, and not in derogation of, any statutory, implied or common law warranties available to the Distributor, and any provision purporting to exclude or limit the Supplier's liability for breach of such warranties shall be of no force or effect.

The Supplier shall indemnify the Distributor in respect of any breach of the warranties contained in this Section, and the warranties shall survive delivery, acceptance, payment and inspection of the Products.

The Distributor makes no warranties, express or implied, other than those expressly set forth in this Agreement, and all other warranties on the part of the Distributor are hereby expressly disclaimed to the maximum extent permitted by law.

The Supplier shall indemnify, defend and hold harmless the Distributor, its affiliates, and their respective directors, officers, employees, agents, sub-distributors and customers (the "Distributor Indemnitees") from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, settlements, judgments, fines, penalties, costs and expenses (including reasonable legal fees and disbursements) arising out of or in connection with: (i) any defect in the Products, including any product liability claim; (ii) any breach by the Supplier of its representations, warranties, covenants or obligations hereunder; (iii) any infringement or alleged infringement by the Products or the Brand of any third-party Intellectual Property Right or other right; (iv) any recall, safety notice or regulatory action affecting the Products; and (v) any act or omission of the Supplier amounting to negligence, wilful misconduct or breach of applicable law.

The Distributor shall indemnify the Supplier against claims arising solely from (i) the Distributor's wilful misconduct or gross negligence in handling the Products after delivery, or (ii) any express written representation made by the Distributor concerning the Products which is materially inconsistent with the written specifications supplied by the Supplier.

Nothing in this Agreement shall operate to exclude or limit either Party's liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) breach of confidentiality obligations; (iv) infringement of the other Party's Intellectual Property Rights; (v) indemnification obligations hereunder; or (vi) any other liability which cannot be excluded or limited by applicable law.

Subject to the preceding clause, the aggregate liability of the Distributor to the Supplier under or in connection with this Agreement, howsoever arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amounts paid by the Distributor to the Supplier for Products during the twelve (12) months immediately preceding the event giving rise to the claim.

No equivalent cap shall apply to the liability of the Supplier, which shall be liable to the Distributor for all direct and foreseeable indirect losses arising out of any breach by the Supplier of this Agreement or any defect in the Products.

The indemnified Party shall give the indemnifying Party prompt written notice of any claim in respect of which indemnification is sought, shall provide reasonable cooperation (at the indemnifying Party's cost) in the defence thereof, and shall not settle any such claim without the indemnifying Party's consent, which shall not be unreasonably withheld.

Each Party shall maintain in force throughout the Term, with a reputable insurer, insurance policies of such types and in such amounts as are customary in the relevant industry for the obligations assumed hereunder.

Each Party (the "Receiving Party") undertakes that it shall not, at any time during the Term and for a period of [Number] years after termination or expiry hereof, disclose to any person any Confidential Information disclosed to it by the other Party (the "Disclosing Party"), save as permitted by this Section.

The Receiving Party may disclose the Disclosing Party's Confidential Information: (i) to its employees, officers, representatives, sub-contractors, sub-distributors, professional advisers or financiers who need to know such information for the purposes of carrying out the Receiving Party's obligations or exercising its rights under this Agreement, provided that the Receiving Party ensures that such recipients comply with obligations of confidentiality no less protective than those set forth herein; and (ii) as may be required by law, court order or any governmental or regulatory authority.

The obligations of confidentiality set forth herein shall not apply to any information which: (i) is or becomes publicly available other than by breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to disclosure; (iii) is lawfully obtained from a third party free of any confidentiality obligation; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

The Receiving Party shall apply the same standard of care to the protection of the Disclosing Party's Confidential Information as it applies to its own confidential information of similar sensitivity, and in no event less than a reasonable standard of care.

The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than the proper performance of this Agreement.

Upon termination or expiry of this Agreement, or earlier upon the written request of the Disclosing Party, the Receiving Party shall return or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control, save to the extent that retention is required by law or by the Receiving Party's bona fide document retention policies.

The Parties acknowledge that any breach of the confidentiality obligations hereunder may cause irreparable harm for which monetary damages would not be an adequate remedy, and accordingly the Disclosing Party shall be entitled to seek injunctive and other equitable relief in addition to any other remedies available.

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a fixed term of [Number] years (the "Initial Term"), unless earlier terminated in accordance with the provisions hereof. There shall be no automatic renewal, extension or evergreen prolongation of this Agreement upon the expiry of the Initial Term.

Any renewal, extension or further term shall require the express written agreement of both Parties, executed not later than the expiry date of the Initial Term, and failing such express written agreement this Agreement shall automatically terminate upon the expiry of the Initial Term.

The Distributor shall be entitled to terminate this Agreement at any time, for any reason or no reason, upon not less than [Number] days' prior written notice to the Supplier, without liability of any kind in respect of such termination.

Either Party may terminate this Agreement forthwith by written notice to the other Party in the event that the other Party commits a material breach of this Agreement which, in the case of a remediable breach, has not been cured within thirty (30) days of receipt of written notice specifying the breach and requiring its remedy.

Either Party may terminate this Agreement forthwith by written notice in the event that the other Party: (i) becomes insolvent, is unable to pay its debts as they fall due, suspends payments, enters into any composition with its creditors, has a receiver, administrator or liquidator appointed over all or any part of its assets, passes a resolution for its winding up, or has a petition presented for its winding up (otherwise than for a solvent reorganization); or (ii) ceases or threatens to cease to carry on business.

The Distributor may further terminate this Agreement forthwith by written notice in the event of: (i) any change of control of the Supplier whereby the Supplier is acquired by or merged with a competitor of the Distributor; (ii) persistent failure by the Supplier to maintain supply or quality of the Products; or (iii) any act of the Supplier that materially damages the Brand or the Products' reputation in the Territory.

The right to terminate this Agreement shall be in addition to, and not in substitution for, all other rights and remedies available to the terminating Party at law or in equity, and the exercise of a right of termination shall not prejudice any claim for damages or other relief.

Upon the expiry or termination of this Agreement for any reason: (i) all accepted orders not yet delivered shall be fulfilled by the Supplier in the ordinary course, unless the Distributor elects in writing to cancel such orders; (ii) all sums properly due from one Party to the other shall become payable in accordance with their respective terms; and (iii) each Party shall return or destroy the Confidential Information of the other Party as provided herein.

The Distributor shall be entitled to continue to sell, resell and dispose of any inventory of Products in its possession or on order as at the date of termination for a period of not less than [Number] months following termination (the "Sell-Off Period"), during which period the terms of this Agreement shall continue to apply mutatis mutandis.

In lieu of the Sell-Off Period, the Distributor shall have the option, exercisable in its sole discretion by written notice to the Supplier, to require the Supplier to repurchase all or any part of the Distributor's inventory of Products at the price originally paid by the Distributor, plus any freight, insurance, duties and handling costs incurred by the Distributor, with the Supplier bearing all costs of return shipment.

Where this Agreement is terminated by the Distributor for cause attributable to the Supplier, or by the Supplier without cause, the Supplier shall pay to the Distributor fair and reasonable compensation in respect of: (i) the goodwill generated by the Distributor within the Territory; (ii) the customer base established by the Distributor; and (iii) any investments, commitments or expenses incurred by the Distributor in reliance upon this Agreement which have not been fully amortized.

The Supplier shall, at the Distributor's request, provide reasonable transitional assistance to the Distributor and to its customers in order to ensure continuity of supply and service in respect of Products sold during the Term, including the honouring of all warranties and after-sales support obligations.

The expiry or termination of this Agreement shall not relieve either Party of any obligation or liability accrued prior to such expiry or termination, nor shall it affect any provision of this Agreement which is expressly or by implication intended to survive such expiry or termination, including without limitation the provisions concerning confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution and governing law.

Neither Party shall, by reason only of the expiry or termination of this Agreement in accordance with its terms, be liable to the other for any loss of profit, loss of goodwill, loss of opportunity or similar loss, save as expressly provided herein or where such termination constitutes or arises from a breach of this Agreement.

Neither Party shall be liable to the other for any failure or delay in the performance of its obligations hereunder (other than obligations for the payment of money) to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, storm, epidemic, pandemic, war, armed conflict, terrorism, civil commotion, riots, embargo, governmental action, change in law, strikes, lockouts or industrial disputes (not involving its own workforce) (a "Force Majeure Event").

The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the occurrence of such event, the nature and expected duration thereof, and the obligations affected thereby, and shall use its reasonable endeavours to mitigate the effects of such event and to resume performance as soon as reasonably practicable.

During the subsistence of a Force Majeure Event, the obligations of the affected Party shall be suspended to the extent and for the period that such Party is prevented from performing by reason of the Force Majeure Event, without any liability on the part of the affected Party for such suspension.

If a Force Majeure Event affecting the Supplier continues for a continuous period in excess of [Number] days, the Distributor shall be entitled, in its sole discretion, to: (i) source the Products or substitutes therefor from any alternative supplier for the duration of the Force Majeure Event (notwithstanding the exclusivity granted hereunder); and/or (ii) terminate this Agreement forthwith by written notice to the Supplier, without liability.

If a Force Majeure Event affecting the Distributor continues for a continuous period in excess of [Number] days, the Supplier may terminate this Agreement by written notice, without liability, provided that the Distributor shall remain entitled to dispose of its inventory as provided herein.

The occurrence of a Force Majeure Event affecting the Supplier shall not relieve the Supplier of its obligations to supply the Distributor on a non-discriminatory basis with any Products that it continues to produce or has in inventory, and the Supplier shall allocate available supplies fairly as between the Distributor and its other customers, with priority given to the Distributor's reasonable requirements for the Territory.

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall endeavour in good faith to resolve amicably any dispute, controversy or claim arising out of or in connection with this Agreement through mutual consultation and negotiation between their respective senior management.

In the event that such consultation and negotiation fails to resolve the dispute within thirty (30) days of the written notification of the dispute by one Party to the other, the dispute shall be finally settled by arbitration administered by [Arbitration Institution] in accordance with its arbitration rules in force at the time of the commencement of the arbitration.

The seat of arbitration shall be [Seat of Arbitration]; the arbitration shall be conducted in the English language; and the arbitral tribunal shall consist of [one (1) / three (3)] arbitrator(s) appointed in accordance with the applicable rules.

The arbitral award shall be final and binding upon the Parties, and judgment thereon may be entered in any court of competent jurisdiction. The costs of the arbitration (including reasonable legal fees) shall be borne by the Parties as determined by the arbitral tribunal.

Notwithstanding the foregoing, either Party shall be entitled to seek urgent injunctive, interim or conservatory relief from any court of competent jurisdiction, including without limitation in respect of any breach or threatened breach of the confidentiality or intellectual property provisions hereof, without such application constituting a waiver of its right to arbitrate.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements, representations, warranties, understandings and communications, whether written or oral, relating thereto.

No variation, amendment, supplement or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof.

The Supplier shall not assign, transfer, charge, sub-contract or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Distributor. The Distributor may assign, transfer or otherwise deal with any or all of its rights and obligations hereunder to any of its affiliates or to any successor-in-interest by way of merger, consolidation or sale of substantially all its assets or business, without the consent of the Supplier.

If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, and if such modification is not possible, the provision shall be severed, and the remaining provisions of this Agreement shall continue in full force and effect.

Nothing in this Agreement shall be construed as establishing or implying any relationship of partnership, joint venture, agency, employment or franchise between the Parties, and neither Party shall have the authority to bind or incur any obligation on behalf of the other.

All notices required or permitted to be given hereunder shall be in writing and shall be delivered personally, sent by internationally recognized courier, or transmitted by email with confirmation of receipt, to the addresses set forth in the opening paragraph of this Agreement or to such other address as the recipient Party may from time to time notify to the other in writing.

A person who is not a party to this Agreement shall have no right to enforce any of its terms.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall have the same force and effect as original signatures.