Product Distribution Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PRODUCT DISTRIBUTION AGREEMENT

This Product Distribution Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

**{{supplier_company_name}}**, a company duly incorporated under the laws of [Country, e.g., South Africa], with its principal place of business at {{supplier_Mailing_Address}} (hereinafter referred to as the “Supplier”); and

**{{distributor_company_name}}**, a company duly incorporated under the laws of [Country, e.g., Kenya], with its principal place of business at {{distributor_Mailing_Address}} (hereinafter referred to as the “Distributor”).

**WHEREAS**, the Supplier is engaged in the manufacturing and sale of certain products as detailed in Schedule A (hereinafter referred to as the “Products”); and

**WHEREAS**, the Distributor is engaged in the business of distributing and selling products and has the necessary infrastructure and expertise to distribute the Products within the Territory; and

**NOW, THEREFORE**, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT AND TERRITORY

1.1. The Supplier hereby appoints the Distributor as its {{exclusive/non-exclusive}} distributor for the Products within the territory defined as {{territory_description}} (hereinafter referred to as the “Territory”).

1.2. The Distributor accepts such appointment and agrees to diligently promote, distribute, and sell the Products within the Territory in accordance with the terms and conditions of this Agreement.

2. TERM AND TERMINATION

2.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{term_in_years}} ({{term_in_words}}) years, unless terminated earlier in accordance with the provisions of this Agreement.

2.2. Either Party may terminate this Agreement by providing {{notice_period_in_days}} ({{notice_period_in_words}}) days’ written notice to the other Party in the event of a material breach of any provision of this Agreement by the other Party, which breach remains uncured after {{cure_period_in_days}} ({{cure_period_in_words}}) days from the date of written notice thereof.

2.3. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, files for bankruptcy, or goes into liquidation.

3. PRICING AND PAYMENT

3.1. The prices for the Products supplied to the Distributor shall be as set forth in Schedule B, which may be amended from time to time by mutual written agreement of the Parties.

3.2. The Distributor shall pay the Supplier within {{payment_terms_in_days}} ({{payment_terms_in_words}}) days from the date of the invoice.

3.3. All payments shall be made in {{currency, e.g., South African Rand (ZAR) or Kenyan Shilling (KES)}}.

4. MARKETING AND SALES

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

4.2. The Supplier shall provide the Distributor with marketing materials, product information, and technical support as reasonably required.

4.3. The Distributor shall not sell or distribute any products that compete directly with the Products within the Territory during the term of this Agreement and for a period of {{non_compete_period}} months thereafter.

5. CONFIDENTIALITY

5.1. Both Parties agree to keep confidential all proprietary and confidential information disclosed by the other Party during the term of this Agreement and for a period of {{confidentiality_period_in_years}} ({{confidentiality_period_in_words}}) years thereafter.

5.2. Confidential information includes, but is not limited to, trade secrets, business plans, customer lists, pricing strategies, and technical data.

6. INDEMNIFICATION

6.1. The Distributor shall indemnify and hold harmless the Supplier from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Distributor’s marketing, sale, or distribution of the Products, except to the extent caused by the gross negligence or willful misconduct of the Supplier.

6.2. The Supplier shall indemnify and hold harmless the Distributor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any intellectual property infringement claims related to the Products, or any defects in the Products caused by the Supplier’s manufacturing process.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of [Country, e.g., Nigeria].

7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the [Name of Arbitration Centre, e.g., Arbitration Foundation of Southern Africa (AFSA)] in [City, Country, e.g., Johannesburg, South Africa].

8. ENTIRE AGREEMENT

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.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

**FOR THE SUPPLIER:**

_____________________________

Name: {{supplier_authorized_signatory_name}}

Title: {{supplier_authorized_signatory_title}}

Date: {{date_signed_supplier}}

**FOR THE DISTRIBUTOR:**

_____________________________

Name: {{distributor_authorized_signatory_name}}

Title: {{distributor_authorized_signatory_title}}

Date: {{date_signed_distributor}}