英文经销协议模板Distribution Agreement V20Word文档格式.docx

1、This Distributor Agreement （“Agreement”） is made and entered into on the date of （“Effective Date”） between: , a company incorporated under the laws of , with address at （Hereafter referred as “Distributor” or “Purchaser”）.XXX Development Limited, a company incorporated under the laws of Hong Kong,

2、with address at （Hereafter referred as “XXX” or “Seller” or “Supplier”）.WHEREAS A. Distributor is an experienced and highly reputable company, is engaged in a providing, distributing open source hard products, electronic devices, computers, telecommunication products;B. XXX is a leading supplier of

3、open source hardware products, spare parts, accessories and rendering after-sale services, training services;C. Distributor is interested to promote and be a non-exclusive distributor of certain XXX products offered and as well as explore additional and future opportunities with XXX related to the M

4、arket. Distributor presents and warrants to XXX that it has full experience, expertise, skill and capacity in this industry so as to determine its own business market planning. This shall mean Distributor does not rely on XXXs experience, skill and judgment as to determine its own business market pl

5、anning XXX fully relies on the relevant presents and warrants made by Distributor;D. This Agreement shall be considered as to establish a framework and general terms and conditions under which the relevant transactions in POs shall be issued and accepted. This Agreement shall be performed through PO

6、s placed and accepted under it. The general terms and conditions set out in this Agreement shall govern the interpretation of relevant POs. Upon receipt of each written PO under this Agreement from the Purchaser, the Seller shall confirm its acceptance or rejection expressly in writing. After accept

7、ance of any PO, both Parties shall perform such relevant POs in accordance with the terms of such PO and the terms and conditions of this Agreement.E. This entire Agreement and its Annexures, and any relevant POs, and any supplements and amendments, alterations, modifications as agreed by the Partie

8、s in writing, shall not be interpreted in accordance with Contra Proferentem Rule.The above preambles shall be considered to be the integral part of this Agreement. NOWTHEREFORE, in consideration of their mutual consents, convents, considerations, the parties agree as follows:1. DEFINITIONS1.1 “Open

9、 Source Hardware Products” means electronic or computer hardware built from design information that could be copyrighted or licensed but has instead been made available for public use at no charge. Such information can include documentation, schematic diagrams, construction details, parts lists and

10、logic designs.1.2 “Confidential Information” means non-public information that a party designates as being proprietary or confidential or which by its nature or the circumstances reasonably ought to be treated as confidential. Confidential Information includes the partys software and prototypes and

11、information relating to the partys business affairs, including business methods, marketing strategies, pricing, competitor information, product development strategies, and financial results.” Confidential Information does not include information which （a） is known by the receiving party or its affil

12、iates （as defined below）, free of any obligation to keep it confidential; （b） is at the time of disclosure, or thereafter becomes, publicly available through no wrongful act of the receiving party or its affiliates; （c） is independently developed by the receiving party or its affiliates, without rel

13、ying on or referring to the Confidential Information of disclosing party; or （d） is approved for release by prior written authorization of the disclosing party. For purposes of this Section 1.2, “affiliates” means any corporation or other business entity in which, but only for so long as, either Par

14、ty owns or controls directly or indirectly more than 50% of the outstanding stock or other voting rights entitled to elect directors.1.3 “End User（s）” means an individual that acquires the Products, 1.4 “Effective Date” means the date on which this Agreement is executed by authorized officers of bot

15、h parties. If the Agreement is signed on two different dates, the Effective Date shall be the latter date.1.5 “Intellectual Property Rights” means any copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contractual rights of non-disclosure or any other i

16、ntellectual property or proprietary rights, however arising, throughout the world.1.6 “PO” means purchase order which is firm and irrevocable proposal under this agreement and as may be issued from the distributor to seller.1.7 “Territory” shall mean .1.8 “Affiliate” means, in respect of a Party, any person or entity which directly or indirectly Controls, is Controlled by or i