EXCLUSIVE DISTRIBUTION AGREEMENT

EXCLUSIVE DISTRIBUTION AGREEMENT

This Exclusive Distribution Agreement is made and entered into this ……………………... by and between ……………………. with its principal place of business located at …………………………………………………………………………………………………….. (the “Distributor”) and ElQuator Sdn Bhd with its principal place of business located at No 15, Jalan P4/8B, Palm Industrial Park, Bandar Teknologi Kajang 43500 Semenyih, Selangor, Malaysia (the “Supplier”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”). WHEREAS, Supplier is in the business of developing, manufacturing and selling throughout the world Vertical Windmills from 5kWh and up to 200kWh, Sustainable Energy Plant (SEP), Urban Systems and systems for communication towers. WHEREAS, Distributor is in the business in Renewable Energy and wishes to distribute Supplier’s products in (the country) ………………………….. There are no other party representing our company, in ………………………, but Elquator Sdn. Bhd. can sell directly to any government agencies or to local government. The Distributor will be paid Two (2) percent as a commission of gross energy output. The agreement is made to follow each contract or Power Purchase Agreement (PPA).

WHEREAS, Supplier wishes to provide such products to Distributor for distribution in such countries on a non-exclusive basis;

NOW, THEREFORE, the Parties hereby agree as follows:

1. Definitions. In this Agreement, the following terms shall have the following respective meanings:

(a) “Agreement” means this Exclusive Distribution Agreement and Exhibit A and Exhibit B hereto.

(b) “Confidential Information” means any and all information that is disclosed by one Party to the other Party and that relates to a Party’s business or the Parties’ business relationship hereunder, including, but not limited to, information concerning a Party’s finances, products, services, customers and suppliers. Any Confidential Information disclosed in tangible form shall be marked as “CONFIDENTIAL” or “PROPRIETARY” or by a similar legend by the disclosing Party prior to disclosure. Any Confidential Information disclosed orally or visually shall be identified as such prior to, concurrent with or following disclosure and summarized in writing by the disclosing Party to the receiving Party within thirty (30) calendar days of the disclosure. Confidential Information shall not include information which: (i) is in or comes into the public domain without breach of this Agreement by the receiving Party; (ii) was in the possession of the receiving Party prior to receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use;

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