{{company_name}}
{{company_address}}
Phone: {{phone}} | Email: {{email}} | Web: {{website}}
Non Exclusive Distribution Agreement
Non Exclusive Distribution Agreement
{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}
NON-EXCLUSIVE DISTRIBUTION AGREEMENT
This Non-Exclusive Distribution Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:
1. **{{company_name}}**, a company duly incorporated under the laws of [Relevant African Country, e.g., Nigeria] having its registered address at {{company_address}} (hereinafter referred to as the "Supplier").
AND
2. **{{distributor_company_name}}**, a company duly incorporated under the laws of [Relevant African Country, e.g., Ghana] having its registered address at {{distributor_address}} (hereinafter referred to as the "Distributor").
(Hereinafter collectively referred to as the "Parties" and individually as a "Party")
RECITALS
WHEREAS, the Supplier is engaged in the business of manufacturing/supplying [Description of products, e.g., electronic gadgets, cosmetic products] (hereinafter referred to as the "Products").
WHEREAS, the Distributor is engaged in the business of distributing goods and has the necessary resources, expertise, and sales network to distribute the Products.
WHEREAS, the Supplier desires to appoint the Distributor, and the Distributor desires to accept such appointment, on a non-exclusive basis, for the distribution of the Products within the agreed territory.
1. APPOINTMENT AND TERRITORY
1.1. The Supplier hereby appoints the Distributor, and the Distributor accepts such appointment, as a non-exclusive distributor of the Products within the territory of {{territory_description}} (hereinafter referred to as the "Territory").
1.2. This appointment does not preclude the Supplier from appointing other distributors or selling the Products directly within the Territory or any other territory.
2. PRODUCTS
2.1. The Products covered by this Agreement are as described in Schedule A, attached hereto and forming an integral part of this Agreement.
2.2. The Supplier reserves the right to modify, add, or discontinue Products upon written notice to the Distributor.
3. DISTRIBUTOR'S OBLIGATIONS
3.1. The Distributor shall use its best efforts to promote, market, and distribute the Products within the Territory.
3.2. The Distributor shall maintain adequate inventory levels of the Products to meet customer demand.
3.3. The Distributor shall comply with all applicable laws and regulations regarding the storage, handling, and sale of the Products.
3.4. The Distributor shall not sell or distribute any products that compete directly with the Products without the prior written consent of the Supplier.
4. SUPPLIER'S OBLIGATIONS
4.1. The Supplier shall supply the Products to the Distributor at the prices and terms set forth in Schedule B, attached hereto.
4.2. The Supplier shall provide the Distributor with reasonable marketing and promotional materials.
4.3. The Supplier shall provide training and technical support to the Distributor as may be reasonably required.
5. PRICING AND PAYMENT TERMS
5.1. The prices for the Products shall be as specified in Schedule B, which may be updated by the Supplier from time to time with reasonable notice to the Distributor.
5.2. Payment terms shall be {{payment_terms}} (e.g., net 30 days from invoice date). All payments shall be made in {{currency}}.
5.3. All applicable taxes, duties, and levies related to the sale of the Products shall be borne by the {{party_responsible_for_taxes}}.
6. TERM AND TERMINATION
6.1. This Agreement shall commence on the Effective Date and continue for a period of {{term_length}} years/months, unless terminated earlier in accordance with the provisions herein.
6.2. Either Party may terminate this Agreement by providing {{notice_period}} days' written notice to the other Party.
6.3. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period}} days of receiving written notice thereof.
7. INTELLECTUAL PROPERTY
7.1. All intellectual property rights related to the Products (including trademarks, copyrights, and patents) shall remain the sole property of the Supplier.
7.2. The Distributor is granted a non-exclusive, non-transferable license to use the Supplier's trademarks solely for the purpose of marketing and distributing the Products within the Territory during the term of this Agreement.
8. CONFIDENTIALITY
8.1. Both Parties agree to keep confidential all non-public information shared during the course of this Agreement.
8.2. This obligation of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.
9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. This Agreement shall be governed by and construed in accordance with the laws of [Relevant African Country, e.g., Kenya].
9.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with [Arbitration rules, e.g., the Arbitration Rules of the African Arbitration Association], by a single arbitrator appointed in accordance with the said Rules. The seat of the arbitration shall be {{arbitration_city}}, [Relevant African Country]. The language of the arbitration shall be English.
10. ENTIRE AGREEMENT
10.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
SUPPLIER:
___________________________
By: {{supplier_authorized_signatory_name}}
Title: {{supplier_signatory_title}}
Date: {{date}}
DISTRIBUTOR:
___________________________
By: {{distributor_authorized_signatory_name}}
Title: {{distributor_signatory_title}}
Date: {{date}}
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