Exclusive Supply Agreement

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

{{phone}}

{{email}}

{{website}}

EXCLUSIVE SUPPLY AGREEMENT

This Exclusive Supply Agreement (the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (“Effective Date”),

BETWEEN:

{{supplier_company_name}}, a company duly incorporated and registered in accordance with the laws of {{supplier_country}}, with its principal place of business located at {{supplier_address}} (hereinafter referred to as the “Supplier”);

AND

{{buyer_company_name}}, a company duly incorporated and registered in accordance with the laws of {{buyer_country}}, with its principal place of business located at {{buyer_address}} (hereinafter referred to as the “Buyer”).

(Each a “Party” and collectively the “Parties”).

1. EXCLUSIVITY

The Supplier hereby grants to the Buyer, and the Buyer hereby accepts, the exclusive right to purchase the Products (as defined below) from the Supplier within the territory of {{territory}} (the “Territory”) for the duration of this Agreement.

The Supplier agrees not to sell, supply, distribute, or otherwise make available the Products to any other party within the Territory during the term of this Agreement.

2. PRODUCTS

The products covered by this Agreement are: {{product_description}} (the “Products”).

A detailed specification of the Products is attached hereto as Schedule A.

3. TERM OF AGREEMENT

This Agreement shall commence on the Effective Date and shall continue for an initial period of {{initial_term_years}} ({{initial_term_years_words}}) years, unless terminated earlier in accordance with the provisions of this Agreement.

Thereafter, this Agreement shall automatically renew for successive periods of {{renewal_term_years}} ({{renewal_term_years_words}}) years unless either Party provides written notice of non-renewal to the other Party at least {{notice_period_days}} ({{notice_period_days_words}}) days prior to the expiration of the then-current term.

4. PURCHASE ORDERS AND DELIVERY

The Buyer shall place purchase orders for the Products in writing, specifying the quantities, delivery dates, and any other relevant details.

The Supplier shall deliver the Products to {{delivery_address}} by the agreed-upon delivery dates.

Risk of loss and title to the Products shall pass to the Buyer upon delivery at {{delivery_point}}.

5. PRICING AND PAYMENT

The prices for the Products shall be as set forth in Schedule B attached hereto, or as otherwise agreed upon in writing by the Parties.

The Buyer shall pay all invoices within {{payment_days}} ({{payment_days_words}}) days from the date of invoice.

All payments shall be made in {{currency}} to the bank account specified by the Supplier.

6. QUALITY AND WARRANTY

The Supplier warrants that the Products delivered hereunder shall conform to the specifications set forth in Schedule A and shall be free from defects in material and workmanship.

The warranty period for the Products shall be {{warranty_period}} from the date of delivery.

7. CONFIDENTIALITY

Each Party agrees to keep confidential all non-public information disclosed by the other Party in connection with this Agreement.

This obligation of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_term_years}} ({{confidentiality_term_years_words}}) years.

8. TERMINATION

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} ({{cure_period_days_words}}) days after receiving written notice thereof.

This Agreement may also be terminated by mutual written agreement of the Parties.

9. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of {{governing_country}}.

Any dispute arising out of or in connection with this Agreement shall be submitted to arbitration in {{arbitration_city}}, {{arbitration_country}}, in accordance with the rules of the {{arbitration_body}}.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

___________________________

{{supplier_authorised_signature}}

Name: {{supplier_signatory_name}}

Title: {{supplier_signatory_title}}

___________________________

{{buyer_authorised_signature}}

Name: {{buyer_signatory_name}}

Title: {{buyer_signatory_title}}