EXCLUSIVE DISTRIBUTION AGREEMENT

(iii) is acquired by the receiving Party from a third party not under an obligation of confidentiality or non-use to the disclosing Party; or ](iv) is independently developed by the receiving Party without use of any Confidential Information of the disclosing Party.

(c) “Effective Date” means the date first written above.

(d) “General Terms and Conditions of Sale” means the Supplier’s then- current General Terms and Conditions of Sale, a current copy of which is attached under Exhibit A hereto.

(e) “Products” means the Supplier products listed in Exhibit B attached hereto from time to time.

(f) “Term” means the period commencing on the Effective Date and terminating as set forth in Article 9 hereof.

(g) “Territory”means (the country) ……………………..

(h) “Trademarks” means all trademarks, service marks, logos, brand names, trade names, domain names and/or slogans used by Supplier in connection with the Products from time to time (whether registered or unregistered).

Grant of Right to Distribute

2.

(a) Appointment. Subject to the terms and conditions of this Agreement, including, without limitation, the General Terms and Conditions of Sale, Supplier hereby appoints the Distributor as its non-exclusive distributor of the Products within the Territory, and the Distributor hereby accepts such appointment. Distributor agrees not to distribute Products through sub- distributors without the prior written consent of Supplier. (b) Restrictions on Distributor’s Activities. Distributor shall not: (i) establish a warehouse or sales office for the Products outside the Territory, (ii) engage in any promotional activities relating to the Products directed primarily to customers outside the Territory, (iii) solicit orders for Products from any prospective customer located outside the Territory, or (iv) make any changes to the Products or their packaging without the prior written consent of Supplier. (c) Restrictions on Supplier’s Activities. Subject to Article 2 (d) hereof, Supplier shall not, and shall procure an undertaking from its distributors for territories other than the Territory that they will not: (i) establish a warehouse or sales office for the Products in the Territory,

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