Exclusivity Term Sheet 1 独家代理协议.doc

SALES EXCLUSIVITY AGREEMENTThis Sales Exclusivity Agreement (this “Agreement”) shall be effective _ (the “Effective Date”) and is entered into by and between 供应商and 代理商(each a “Party”, and collectively the “parties”) with respect to the following:1. SCOPEThe scope of this agreement covers the offering of exclusive sales distribution rights of 供应商products to 代理商. Both Parties agree:a) The exclusive sales territory (“Territory”) is described as the Provinces and Territories of 代理地区b) The selected products for exclusive sales distribution (“Products”) are listed in Schedule “A” below.c) 代理商 would like to receive exclusive distribution rights of Products within 代理区域.d) 供应商 would like to offer exclusive distribution rights of the Products to 代理商 within 代理区域, assuming a minimum sales order requirement (“Sales Commitment”) is met as listed in Schedule “A”.The constraints and requirements of this agreement are outlined below.2. PRODUCTSProducts are defined as 代理产品 developed and manufactured by 供应商, that are designed for sale into the general public.Detailed in the attached Schedule “A”, the listed Products will be offered to 代理商 exclusively within 代理区域. Schedule “A” will be amended from time to time as other products become available for exclusivity.供应商 will offer 代理商 a “first right of refusal” for exclusivity within 代理区域, on any new products as they are introduced and released.Restricted OEM developments, customer specific designs, proprietary developments, and not for public sale products developed by 供应商, are not required to be offered to 代理商 by 供应商 discretion.3. OBLIGATIONS OF 供应商 - EXCLUSIVITY RIGHTSIn offering Exclusivity Rights to 代理商, 供应商 agrees to the following:a) 供应商 gives 代理商 the exclusive right, to purchase, inventory, promote, and resell selected new and existing 供应商 Products as listed in Schedule “A” within 代理区域.b) 供应商 will not knowingly sell or distribute any of the Products as listed in Schedule “A” to other suppliers, distributors, resellers, or retailers that competitively sell within the Territory.4. OBLIGATIONS OF 代理商 - SALES COMMITMENTIn order to retain Exclusivity Rights from 供应商, 代理商 agrees to the following:a) 代理商 must meet the required Sales Commitment, which may include sales, volume, and dollar commitments, as described in Schedule “A”.b) 代理商 acknowledges that if the Sales Commitment is not met, the Product Exclusivity Rights may be revoked, and the Agreement may be terminated as outlined below.5. TERM AND TERMINATION a) Term and Renewal - The term of this Agreement shall commence on the Effective Date and shall continue for an initial term of one (1)year (the “Initial Term”), unless sooner terminated as provided herein. After the Initial Term, this Agreement shall remain in effect until terminated by either party in writing upon thirty (30)days prior written notice to the other party.b) Term Extension Upon signing an updated version of Schedule “A” the Agreement term will renew, and be extended for an additional period of one (1)year.c) Termination for Missed Sales Commitment - In the case where 代理商 did not meet the required Sales Commitments as listed in Schedule “A”, 供应商 will notify 代理商 in writing of the sales deficiency, and offer 代理商 a sixty (60) day grace period to rectify the problem.d) Termination for Cause - Either party may suspend its performance or terminate this Agreement in the event either party fails to perform any material term of this Agreement and the defaulting party does not cure such failure with fifteen (30) days after written demand by the other party.e) Effect of Termination - In the event of such notice of termination, 供应商 shall continue to deliver Product during any notice period (and thereafter with respect to all purchase orders for Products placed prior to the end of such period) and to honor all prior commitments and discharge all of its obligations under this Agreement. Likewise, 代理商 shall continue to honor all prior commitments, including but not limited to the full payment for all outstanding purchase orders and all finished Products ordered by Agent on behalf of Buyer, as well as payment for all commissions and reimbursable expenses due and owing to Agent. All orders are non-cancelable and non-refundable unless both parties agree otherwise.IN WITNESS WHEREOF, the parties have executed this Agreement to be effective on the date first set forth above.代理商 Dated:_By: _ Name: Title: xxxxx供应商Dated:_By: _ Name: Title: xxxxxSCHEDULE “A”To mainta