Supplier Distribution Agreement

D. Sub-agents. The distributor may instruct sub-representatives, negotiators, sub-representatives or other persons to act on behalf of the distributor or to fulfil any other of the distributor`s obligations under this Agreement in the territory; provided that (i) any compensation to such sub-representative, negotiator, sub-representative or any other person acting on behalf of the distributor or otherwise performing the distributor`s obligations is the sole responsibility of the distributor and (ii) such appointment does not deprive the company of the essential rights to which it is entitled under this Agreement. Any agreement with such sub-agent, sub-dispatcher, sub-representative or any other person shall not extend beyond the term of this Agreement. Distribution agreements generally apply to a specific “territory” in which the distributor will operate. Distributors will then occasionally look for certain supplier safeguards to ensure that other distributors do not enter this area. In this context, there are a number of types of distribution agreements. A distribution contract is a commercial contract between a supplier of goods and a trader of goods. The supplier can be a manufacturer or reseller of the products. Supplier may provide Distributor with certain confidential or protected information (“Confidential Information”). Confidential information includes information, whether written, electronic or oral, that the distributor is aware of or reasonably known to be the owner, confidential or trade secret of the supplier, including all technical or commercial information, the software, including its source codes and documentation, specifications and design information of supplier products, service information, customer lists, pricing information, marketing information, guidelines, procedures and manuals regarding the supplier`s distributors or distribution channels, research and development and other ownership matters concerning supplier products or supplier activities. The Distributor shall not use the Confidential Information unless this is necessary for the exercise of its rights or the fulfilment of its obligations under this Agreement. The Distributor shall also limit its disclosure of confidential information to those who need to know such confidential information in order for the Distributor to fulfil its obligations and enjoy the rights conferred on it by this Agreement.

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