Letter of Intent for Distribution Draft Agreement Sample in Word Format
LETTER OF INTENT
(Distributorship)
This
Letter of Intent is made effective on the ______________,
2024 (hereinafter «The Effective Date»)
by and between
SUPPLIER., a Company organized and existing under the laws of _________________, whose principal offices are located in _____________________________, represented by Mr. _________________, its duly authorized ___________________, hereinafter referred to as «_____________» or
«Supplier»
and
DISTRIBUTOR, a Company organized and existing under
the laws of _________________, whose principal offices are located in
_____________________________, represented by Mr. _________________, its duly
authorized ___________________, hereinafter referred to as «_____________» or
«Distributor»
Recitals:
In
furtherance of the discussions between Supplier and Distributor regarding an
exclusive business relationship, this Letter of Intent is intended to summarize
and set forth the preliminary and non-binding understanding between the parties
with respect to the terms and conditions upon which a formal agreement would be
drawn up.
The
terms of the distribution will be more particularly set forth in a definitive
distribution agreement (hereinafter referred to as «Definitive
Agreement») to
be mutually agreed upon by the parties.
1)
Distribution
Rights. Distributor and Supplier are negotiating the terms and
conditions of a distribution agreement under which Distributor will distribute
various Supplier products, including but not limited to
____________________________________________________________________ (hereinafter referred to as «Products»). The
parties intend that the Definitive Agreement will include an exclusive right of
distribution in Italy,
Vatican City, San Marino Republic and Switzerland (hereinafter referred as to «Territory»),
with first right of refusal for other territories among the EU and
Mediterranean States.
2)
Term. The
initial term of the Definitve Agreement will be for a period of _____ years (hereinafter
referred to as «Term»),
with automatic renewal for periods of the same term, unless
terminated by either party by 90 (ninety) days written notice, by registered
letter, given before the commencement of any renewal term.
3)
Purchase Prices. The parties have identified the following
approximate purchase prices for the Products:
§
Product n. 1: $ ____________
(USD _______________________);
§
Product n. 2: $ ____________
(USD _______________________);
§
Product n. 3: $ ____________
(USD _______________________);
§ …
4)
Products. The Products which are subject to the Definitive
Agreement shall consist of high quality products sold with standard warranties
including all applicable warranties of title, merchantability, and other
uniform commercial code standard warranties.
5)
Duties of the
Parties. Supplier will act as product developer and
manufacturer of the Products. Distributor will act as marketer and distributor
of the Products among the territory
6)
General Matters. The parties agree to continue to negotiate all necessary
provisions of a distribution relationship, including but not limited to,
packaging, product development, trademark ownership, ordering, shipping and
freight, technical training, representations and warranties, indemnifications,
and in particular indemnification from Supplier in favor of Distributor against all claims
and liabilities with respect to breach of Supplier’s representations and
warranties, payments, and product return issues.
7)
Independent
Contractor. Distributor will be
considered an independent contractor of Supplier and shall in no way be
considered as an agent of Supplier, nor shall Distributor have the authority to
bind Supplier in any manner whatsoever.
8)
Good Faith
Negotiations. The parties agree to use
good faith and their best efforts to negotiate a mutually profitable and
beneficial Definitive Agreement, including all relevant terms and conditions
thereto. During the negotiations hereunder, both parties agree to comply with
all applicable laws.
9)
Objectives. Both parties agree that the continued negotiations
are based on the mutual profitability and benefit of an agreement and the
ability to reasonably market and distribute world class, high quality Products.
10)
Definitive
Agreement. The Parties contemplate the Definitive
Agreement with respect to matters set forth in this Letter of Intent shall be
executed prior to _______________. The Definitive Agreement shall be subject to
the approval of the board of directors of each party hereto.
11)
Governing Law. The parties agree that the Definitive Agreement
prepared between the parties shall be bound by the laws of Italy, and disputes
arising under the agreement will be resolved within the Court of
______________, Italy.
12)
Effect of Letter
of Intent. It is understood that this Letter of Intent
is only an expression of the intention of the parties hereto and only such of
those terms and conditions as incorporated into mutually satisfactory documents
executed by the parties hereto shall be enforceable. In addition, without
limiting the foregoing, this Letter of Intent does not and shall not be
construed as a binding agreement nor binding obligation on either party to
proceed with the transaction contemplated by this Letter of Intent.
13)
Confidentiality. By their signature below, each party agrees to keep
in strict confidence all information regarding the terms of the proposed
distribution. The parties agree that during the course of the negotiations,
they will not entertain any offers from or conduct any discussions with any
other party with respect to the subject matter of the Letter of Intent.
14)
Break-up fee. Each party agrees to pay a break-up fee of $
_________________ (USD ________________________) to the other party in the
event that they break off negotiations for any reason other than by default by
the other party.
15)
Acceptance. The parties indicate their acceptance of this
document by signing this Letter of Intent at the appropriate space provided
below.
* * *
|
For and on
behalf of Supplier Supplier Signed By ___________________ Name and Surname Title:
_______________ Date:
______________________ |
For and on
behalf of Distributor Distributor Signed By
_______________________ Name and
Surname Title:
________________ Date: ______________________ |
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