NON-EXCLUSIVE DISTRIBUTION AGREEMENT
This NON-EXCLUSIVE DISTRIBUTION AGREEMENT (the “Agreement”) is entered into as of this ___ day of _____, 2021 (the “Effective Date”), by and between:
(a) ___________________________, an Indonesian corporation with its principal registered office located at ___________________________ (the “Vendor”); and (b) ___________________________, an Indonesian corporation with its registered office at ___________________________ (the “Company”).
The Vendor and The Company are collectively referred to as “The Parties”, intending to be legally bound.
WHEREAS, the Company is engaged in marketing, distributing and sell products from custom-designed sites on the Internet; and
WHEREAS, the Vendor desires the Company to market, promote and sell the Vendor’s products and Services from and via a custom-designed site and though which persons having access to the site will be able to order online the Vendor’s products and services.
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties are intending to be legally bound, as follows:
- The Products, Accessories and Services
- The products and services covered by this Agreement are those products, accessories and services set forth in the attached Exhibit A, together with the parts and components necessary for the repair and replacement thereof, and all modifications, improvements, developments, upgrades and replacements pertaining thereto (collectively, the “Product”). Exhibit A shall be amended automatically from time to time without any further act of the parties to delete any products, accessories and services of which has been generally discontinued by the Vendor. Products may be also added to this agreement pursuant to Section 1b.
- New Products, Accessories and Services
- The Vendor shall submit to the Company all specifications, certifications and, where feasible, samples of each new Product (which is not a Product hereunder), which Vendor intends to manufacture for sales. Within 60 days after such submission, the Company shall have the right to acquire non-exclusive rights to promote, market, sell and distribute such new products via the custom designed internet website as identified at Exhibit B (the “Site”), upon terms to be negotiated and agreed upon in good faith by the Company and the Vendor, by advising the Vendor that Company is elected to add such new Products to the Products set forth in Exhibit B. Upon an agreement as to distribution terms and the giving of notice of election described herein, such new Product shall be a Product for the purpose of this Agreement. If Company elects to acquire the rights described above to such new Product, Vendor shall complete, to the Company’s satisfaction by providing all documentation related, Vendor’s most recently available product add form regarding such product.
- Upon Company’s election not to market, promote, sell and distribute such new Product pursuant to this agreement, Vendor shall be free to market such new product as it deems fit; provided, however, that Vendor shall not during the term of this Agreement offer a third party the right to promote, market, sell and distribute such new Product on terms and conditions more favourable than those set forth herein without first giving Company the opportunity, on 30 days’ prior notice, to accept such revised terms and conditions, and provided further that any modification, improvement, development, upgrade or replacement of such new Product shall be subject to Section (B),(i).