Trusty-Step International - Sample International Distributor License Agreement

WHEREAS, pursuant to certain development techniques the Company has perfected certain secret formulas, and other trade secrets, relating to a non-slip treatment (.Trusty-Step.) for hard mineral floors, ie: tile, marble, granite, cement, etc. and porcelain bathtubs (the .Trade Secrets.).
WHEREAS, the Company uses its Trade Secrets in its business to obtain advantages and the Company derives economic benefit from its Trade Secrets and Formulas.
WHEREAS, the Company has agreed to license the Distributor with the right to use its Trade Secrets and Formulas upon the terms and conditions contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
Subject to the terms and conditions of this Agreement, Company grants the Distributor the EXCLUSIVE RIGHT, permission to use in a business manner the Confidential Secrets and Formulas in the following location: ____________ (the .Location.). Distributor may not solicit business in areas outside his territory. Distributor.s Business name shall be of his choosing and he may use the name .TRUSTY-STEP. but the use of the name .Trusty-Step International. is not allowed.
This Agreement shall commence as of the date first written above, and shall continue in full force and effect for a term of ninety-nine (99) years. No additional License will be required. This Agreement may be terminated sooner as provided hereinafter.
Distributor shall order an Initial Inventory of Products valued at _______ (USD) ( ) Prices will be as shown on the International Distributor.s Price List dated January 1, 2003 which is part of this Agreement.
Fourteen (14) months from the date of this Agreement, the Company shall receive a minimum purchase of $__________ worth of Trusty-Step Products per each three month period. In the event said minimum is not met within seven (7) days, then the Company has the right to serve by way of Registered Mail, Fax or E-Mail, a deficiency notice. Failure of the Distributor to rectify said deficiency within seven (7) days of Notice shall render this Agreement Null and Void.
Should inflation require a price increase, then the price increase shall not be greater than the Consumer Price Index as published for the United States. In any event, there shall be no price increase for at least two (2) years. The initial order will be shipped to Distributor within fifteen (15) days of execution of Agreement.
All prices are Ex Works Lynn, MA, Dudley, MA, Bedford, MA. Payment . Irrevocable Letter of Credit at site in our favor, wire transfer or other terms mutually acceptable.
Company warrants that it will supply Distributor with sufficient Trusty-Step Products to meet all of the needs of the Distributor. In the event Company decides to cease manufacture of the products(s), or otherwise fails to supply Distributor with sufficient product(s) for its needs, Company agrees to supply Distributor with the formula for the product(s) and to grant Distributor the right to produce or have produced the product(s) for Distributor.s use. Company further warrants that when applied according to the procedures supplied by Company to Distributor, that Trusty-Step Anti-Slip Products, consisting of the product and procedures for application of the product, will not harm the Distributor, its agents and employees. Company further warrants that when applied according to the procedures supplied by the Company to the Distributor that Trusty-Step Products, consisting of product and procedures for application of the product, are merchantable and are fit for the purpose claimed by Company. Company further warrants that it is authorized to distribute Trusty-Step Products, consisting of product and procedures for application of product.
Distributor may sell or assign its rights and delegate its duties under this Agreement with the prior written consent of the Company, which consent will not be unreasonably denied. The Company shall not be entitled to any part of the sales proceeds.
This Agreement, together with the documents and exhibits referred to herein, embodies the entire understanding among the parties and merges all prior discussions or communications among them, and no party shall be bound by any definitions, conditions, warranties, or representations, other than as expressly stated in this Agreement or as subsequently set forth in a writing signed by the duly authorized representatives of all the parties hereto. The success of the business contemplated to be undertaken by Distributor by virtue of the Agreement is speculative and depends to a large extent upon the ability of Distributor as an independent business person, as well as other factors.
Notwithstanding any other provision of this Agreement, in the event that any provision or any part of any provision of the Agreement shall be void or not enforceable for any reason whatsoever, then such provision shall be stricken and of no force and effect. The remaining provisions of the Agreement however, shall continue in full force and effect, and to the extent required, shall be modified to preserve their validity.
This Agreement may only be changed or modified in writing, or by written addendum.
The Company does not make any representation or warranty as to the potential success of the business venture contemplated hereby.
This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, USA.
Any controversy of claim arising out of or related to this Agreement or the breach thereof shall be settled by binding arbitration in accordance with the Rules of the American Arbitration Association; and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. All proceedings shall occur in Boston, Massachusetts, U.S.A.
Distributor will have first option to distribute any additional products the Company may manufacture or distribute in the future.