Channel Partner Program Templates

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering into any agreement or contractual obligation. DISTRIBUTOR AGREEMENT THIS AGREEMENT ("Agreement") is made as of this _____ day of _____, 20, by and between ___________________________________ ("Company"), and ______________________________ ("Distributor") each of which may be referred to as a Party and together as the Parties. SECTION 1: DEFINITIONS 1.1 "Product(s)" refers to the goods or other materials of the Company, as detailed in Exhibit B, which the Distributor is authorized to distribute under this Agreement. 1.2 "Distributor Territory" refers to the geographic area or market segment, as specified in Exhibit C, where the Distributor is permitted to distribute the Product(s). 1.3 "End User" refers to the final purchaser or licensee who acquires the Product(s) for their own use and not for resale, redistribution, or any other transfer of rights. SECTION 2: APPOINTMENT OF DISTRIBUTOR 2.1 Appointment: Subject to the terms of this Agreement, the Company hereby appoints the Distributor, and the Distributor hereby accepts such appointment, as a non-exclusive distributor of the Product(s) in the Distributor Territory. 2.2 Restrictions: Distributor will not solicit orders for, or distribute the Product(s) outside the Distributor Territory, or to any person Distributor knows or has reason to know intends to redistribute the Product(s) outside the Distributor Territory, without the prior written consent of the Company. SECTION 3: DUTIES AND OBLIGATIONS 3.1 Distributor Duties: The Distributor agrees to perform the following duties: • Distributor will comply with all pricing terms in accordance with the terms and conditions of Exhibit A of this Agreement; • Distributor will use its best efforts to promote the distribution of the Product(s) and to provide adequate service to end users within the Distributor Territory; • Distributor agrees to conduct marketing activities for the Product(s) at its own expense, and in a manner that reflects positively upon the Product(s) and the reputation and goodwill of the Company; • Distributor will ensure that its distribution network is adequately trained and capable of advising end users about the Product(s); • Distributor will provide periodic sales forecasts and reports to the Company, as may be reasonably requested; • Distributor will maintain an adequate inventory of the Product(s) to meet the anticipated demand within the Distributor Territory; and

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