OEM Distribution and License Agreement

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Phone: {{phone}}

Email: {{email}}

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OEM Distribution and License Agreement

This OEM Distribution and License Agreement ('Agreement') is made and entered into as of this {{date}} ('Effective Date') By and Between:

{{oem_company_name}}, a company duly organized and existing under the laws of {{oem_country}}, with its principal place of business at {{oem_address}} ('OEM').

AND

{{distributor_company_name}}, a company duly organized and existing under the laws of {{distributor_country}}, with its principal place of business at {{distributor_address}} ('Distributor').

WHEREAS, OEM is the owner of certain proprietary products and desires to appoint Distributor to distribute and license said products; and

WHEREAS, Distributor desires to distribute and license the OEM Products in accordance with the terms and conditions set forth herein.

Definitions

**'Products'** shall mean the hardware, software, and/or services more specifically described in Exhibit A attached hereto.

**'Territory'** shall mean {{territory_description}}.

**'End-User'** shall mean any party that acquires the Products from Distributor for its own internal use and not for resale.

Grant of Rights

Subject to the terms and conditions of this Agreement, OEM hereby grants to Distributor a non-exclusive, non-transferable right to distribute, market, and sub-license the Products to End-Users within the Territory during the Term of this Agreement.

Distributor shall not be entitled to appoint sub-distributors without the prior written consent of OEM.

Pricing and Payment

The pricing for the Products supplied by OEM to Distributor shall be as set forth in Exhibit B, or as otherwise agreed upon by the parties in writing.

Distributor shall pay OEM within {{payment_days}} days of the invoice date.

All prices are exclusive of any sales tax, value-added tax, or other similar taxes, which shall be borne by the Distributor.

Marketing and Support

Distributor shall use its best efforts to market, promote, and distribute the Products within the Territory.

Distributor shall provide first-line technical support to End-Users. OEM shall provide second-line support to Distributor as per the terms outlined in Exhibit C.

Intellectual Property

Distributor acknowledges that all intellectual property rights in the Products, including but not limited to copyrights, patents, trademarks, and trade secrets, are and shall remain the sole property of OEM.

Distributor shall not modify, reverse engineer, decompile, or disassemble the Products.

Confidentiality

Both parties agree to treat as confidential all information provided by the other party that is designated as confidential or would reasonably be understood to be confidential. This obligation shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue for a period of {{initial_term}} years ('Initial Term'), unless terminated earlier as provided herein.

Either party may terminate this Agreement upon {{notice_period}} days’ written notice if the other party breaches any material term of this Agreement and fails to cure such breach within the notice period.

Governing Law and Dispute Resolution

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

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 under the rules of arbitration of {{arbitration_institution}}.

Signature Block

IN WITNESS WHEREOF, the parties hereto have executed this OEM Distribution and License Agreement as of the Effective Date.

For and on behalf of {{oem_company_name}}

_____________________________

Name: {{oem_signatory_name}}

Title: {{oem_signatory_title}}

Date: _____________________________

For and on behalf of {{distributor_company_name}}

_____________________________

Name: {{distributor_signatory_name}}

Title: {{distributor_signatory_title}}

Date: _____________________________