Exclusive Distributorship Agreement

EXCLUSIVE DISTRIBUTORSHIP AGREEMENT

This agreement is made and entered into on this ______ day of ____________, by and between ____________________ INC., a corporation duly organized and existing under the laws of Taiwan, with its principal place of business at Taipei, Taiwan (hereinafter called "Seller");

AND

____________________ LIMITED, a company registered under the Companies Act, 1956, with its principal place of business at ____________________, New Delhi, India (hereinafter called "Distributor").

WHEREAS Seller is desirous of exporting the products stipulated in Article 4 hereof to the territory stipulated in Article 3 hereof; and WHEREAS Distributor is desirous of importing from Seller and selling the said products in the said territory; NOW, THEREFORE, in consideration of the premises and the mutual covenants to be faithfully performed and herein contained, IT IS HEREBY AGREED AND UNDERSTOOD AS FOLLOWS:

Article 1. Appointment
During the effective period of this Agreement, Seller hereby appoints Distributor as its exclusive distributor, and Distributor accepts and assumes such appointment.

Article 2. Privity
The relationship hereby established between Seller and Distributor during the effective period of this Agreement shall be solely that of Seller and Distributor, and Distributor has no authority to assume or create any obligation in the name of, or of any kind on behalf of, Seller.

Article 3. Territory
The territory covered under this Agreement shall be expressly confined to the entire territory of INDIA (hereinafter called "Territory").

Article 4. Products
The products covered under this Agreement shall be expressly confined to Uninterruptible Power Supply (UPS) units (hereinafter called "Products").

Article 5. Prices
Prices shall be as applicable from time to time and conveyed by the Seller to the Distributor in writing, with the Distributor giving its consent in writing to the Seller.

Article 6. Technical Improvement and Patent Application
During the term of this Agreement, Seller shall furnish to Distributor any technical improvements and inventions relating to the Products made by Seller, without any delay and free of charge. As Seller has the right to apply for the issuance of patents thereon, Distributor agrees to make reasonable efforts to obtain such protection in India. During the term of this Agreement, Distributor agrees to furnish to Seller all technical improvements and inventions related to the Products made by Distributor, without any delay and free of charge, in consideration of the services in the first paragraph of this Article 6 above.

Article 7. After-Sales Service
Seller will provide a one-year full guarantee to Distributor after the shipping date. In case of faulty Products, Seller shall replace the faulty units with a new all-in-one PCB. Distributor shall send the faulty PCB back to Seller for repair. Whenever Seller has received a complaint as to the Products from Distributor, Seller shall immediately make an investigation and take proper action.

Article 8. Exclusive Right
In consideration of the exclusive right herein granted, Distributor shall not purchase, import, sell, distribute or otherwise deal in any products competitive with or similar to the Products in the Territory; and Seller shall not offer, sell or export the Products to the Territory through any channel other than the Distributor during the effective period of this Agreement. The Seller shall not provide, assist or supply, directly or indirectly, the technical details of the Products to anyone in the Territory.

Article 9. Minimum Purchase
Distributor shall purchase at least US$ ____________ (U.S. Dollars ____________ only) of Products during one (1) year (12 months) during the effective period of this Agreement and any extension thereof.

Article 10. Individual Contract
Each individual contract under this Agreement shall be subject to this Agreement, but such contract shall be concluded and carried out by Seller's sale note or confirmation, which shall set forth the terms, conditions, rights and obligations of the parties hereto arising from, or in relation to, or in connection with such contract, except those stipulated in this Agreement.

Article 11. Payment
Payment shall be by either irrevocable letter of credit or remittance by telegraphic transfer through bank.
Letter of Credit: Within 7 days after the receipt of Seller's confirmation of order, Distributor shall cause an irrevocable confirmed Letter of Credit, available by Seller's sight draft, to be established with a prime bank satisfactory to Seller.
Remittance by Telegraphic Transfer: Payment shall be received by Seller 7 days prior to shipment.

Article 12. Information and Report
Both Seller and Distributor shall periodically, and/or on the request of either party, furnish information and market reports to each other to promote the sale of Products as much as possible. Distributor shall give Seller such reports as inventory, market conditions and other activities of Distributor.

Article 13. Sales Promotion
Distributor shall diligently and adequately advertise and promote the sale of Products throughout the Territory. Seller shall furnish, with or without charge, to Distributor a reasonable quantity of advertising literature, catalogues, leaflets, folders, etc. Representatives of Seller may periodically visit Distributor and advise Distributor on the methods and means best suited to promote the sale of Products throughout the Territory.

Article 14. Industrial Property Rights
Distributor may use the trade-mark(s) of Seller during the effective period of this Agreement only in connection with the sale of Products, provided that even after the termination of this Agreement, Distributor may use the trade-mark(s) in connection with the sale of Products held by it in stock at the time of termination. Distributor shall also acknowledge that any and all patents, trademarks, copyrights and other industrial property rights used or embodied in the Products shall remain the sole properties of Seller, and shall not dispute them in any way.

Article 15. Duration
This Agreement shall become effective on the day appearing at the first above written, upon the signing by both Seller and Distributor, and shall remain effective for a period of one year. At least three (3) months before the expiration of the term, Seller and Distributor shall consult with each other for renewal of this Agreement.

Article 16. Prohibition of Sale Outside Territory
Unless prior notice is given to and approved by Seller, Distributor shall not sell or export, nor cause any other person, firm or corporation in the Territory to sell or export, Products outside the Territory during the effective period of this Agreement.

Article 17. Assignment
Neither party shall assign and/or transfer this Agreement, in whole or in part, to any individual, firm or corporation without the prior written consent of the other party.

Article 18. Observance of Secrecy
Both Seller and Distributor shall keep in strict confidence from any third party(s) any and all important matters as to the business affairs and transactions covered by this Agreement.

Article 19. Notice
All notices which may or shall be given under this Agreement shall be made by registered airmail or cable to the address mentioned below, or to such address as is notified in writing by the parties hereto. If either party has changed its address, a written notice thereof shall be given to the other party. All notices shall also be deemed to have been given on the day when deposited in post.
Seller's address: ____________________, Taipei 10560, Taiwan, R.O.C.
Distributor's address: ____________________

Article 20. Assembling
To secure regular supplies in the Territory, if both the parties agree, the Seller shall provide all parts of the Product to assemble the Product in the Territory. If the Seller wishes to establish its manufacturing unit in the Territory, the Distributor shall be given preference to establish such unit.

Article 21. Governing Law & Arbitration
This Agreement shall be governed and interpreted by the laws of India. In case any dispute or controversy arises out of or in relation to this Agreement, both parties shall settle it amicably; but in case of failure, these disputes or controversies shall be finally settled in London by arbitration in accordance with [name of arbitral institution / rules], where the award shall be final and binding upon the parties hereto.

Article 22. Entire Agreement
This Agreement constitutes the entire and only agreement between the parties hereto, and supersedes all previous negotiations, agreements and commitments relating to the sale of Products, and shall not be released, discharged, changed or modified in any manner, except by an instrument signed by a duly authorized officer or representative of each of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement, in English and in duplicate, to be executed by their respective duly authorized officer or representative as of the day first above written.

____________________ INC.
[SELLER]
By: ________________________

____________________ LTD.
[DISTRIBUTOR]
By: ________________________