English distribution agreementDISTRIBUTE AGREEMENTThis contract is made as of the ＿＿＿ day of ＿＿＿ by and between ＿＿＿ Supplier a ＿＿＿ organized and existing under the laws of ＿＿＿ with its principal pl

ge shall become effective within ＿＿＿ days following the date notice thereof is mailed to Distributor. (4) “Territory”Which means the area in which Distributor is authorized to sell Goods and Spare Parts as defined in Attachment ＿＿＿. (5) “Effective Date”Which means the date of execution of this contract as stated above. (6) “Term”Which means the period commencing on the Effective Date and ending on the ＿＿＿ anniversary date thereof. (7) “Renewal Term”Which means a period of one year commencing on the anniversary of the Effective Date of this contract and each successive anniversary thereof. (8) “Minimum Purchase Requirement”Which means the minimum quantity of Goods and/or Spare Parts that Distributor must purchase from Supplier during each year of the Term. 2. Appointment of DistributorSupplier hereby appoints Distributor as its non-exclusive distributor for the sale of Goods and Spare Parts within the Territory, and Distributor accepts such appointment on the terms and conditions set forth in this contract. 3. Obligations of DistributorDistributor shall use its best efforts to promote the sale of Goods and Spare Parts within the Territory and to maintain an adequate inventory of Goods and Spare Parts. Distributor shall not make any representations, warranties, or guarantees with respect to the Goods or Spare Parts that are inconsistent with the representations, warranties, or guarantees made by Supplier. Distributor shall not modify or alter the Goods or Spare Parts in any way without the prior written consent of Supplier. 4. Obligations of SupplierSupplier shall supply Distributor with the Goods and Spare Parts ordered by Distributor in accordance with the terms of this contract. Supplier shall provide Distributor with all necessary technical information and assistance with respect to the Goods and Spare Parts. Supplier shall not sell Goods or Spare Parts in the Territory except through Distributor, except for sales made directly by Supplier to end-users for their own use and not for resale. 5. Prices and PaymentDistributor shall purchase the Goods and Spare Parts from Supplier at the prices set forth in Attachment ＿＿＿. Supplier may change the prices of the Goods and Spare Parts at any time by mailing written notice of such changes to Distributor. Each change shall become effective within ＿＿＿ days following the date notice thereof is mailed to Distributor. Distributor shall pay for the Goods and Spare Parts within ＿＿＿ days of the date of delivery thereof. 6. Minimum Purchase RequirementDistributor shall purchase from Supplier during each year of the Term not less than the minimum quantity of Goods and Spare Parts set forth in Attachment ＿＿＿. In the event that Distributor fails to meet the Minimum Purchase Requirement, Supplier may terminate this contract upon written notice to Distributor. 7. Intellectual PropertySupplier shall retain all right, title, and interest in and to the Goods, Spare Parts, and all related patents, trademarks, trade names, copyrights, and other intellectual property rights. Distributor shall not use any of Supplier’s intellectual property without the prior written consent of Supplier. 8. ConfidentialityDistributor shall keep confidential all information received from Supplier that is marked “confidential” or that would reasonably be understood to be confidential, and shall not disclose such information to any third party without the prior written consent of Supplier. 9. TerminationEither party may terminate this contract upon written notice to the other party if the other party breaches any material term or condition of this contract and fails to cure such breach within ＿＿＿ days after receipt of written notice thereof. Upon termination of this contract, Distributor shall immediately cease using Supplier’s intellectual property and shall return to Supplier all confidential information and all unsold Goods and Spare Parts. 10. Governing Law and JurisdictionThis contract shall be governed by and construed in accordance with the laws of ＿＿＿. Any dispute arising out of or in connection with this contract shall be finally settled by arbitration in accordance with the rules of the International Chamber of Commerce. The place of arbitration shall be ＿＿＿. The language to be used in the arbitral proceedings shall be ＿＿＿. 11. Entire AgreementThis contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings between the parties. This contract may not be amended except in writing signed by both parties. 12. CounterpartsThis contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this contract as of the date first above written.Supplier: Distributor:By: By:Name: Name:Title: Title:Address: Address: Attachment ＿＿＿Accessories：Goods：Spare Parts：Territory：Minimum Purchase Requirement：Prices：Effective Date：Term：Renewal Term