International Distribution Agreement

# International Distribution Agreement This International Distribution Agreement ("Agreement") is entered into as of ___________ by and between: **Manufacturer:** ___________, a ___________ organized under the laws of ___________, with its principal place of business at ___________ ("Manufacturer"); and **Distributor:** ___________, a ___________ organized under the laws of ___________, with its principal place of business at ___________ ("Distributor"). --- ## 1. Appointment and Territory 1.1 **Appointment.** Manufacturer hereby appoints Distributor, and Distributor accepts such appointment, as Manufacturer's ___________ distributor for the Products (defined below) in the territory described in Section 1.2. 1.2 **Territory.** The distribution rights granted herein apply to the following territory ("Territory"): ___________ 1.3 **Exclusivity Carve-Outs.** Notwithstanding any exclusive appointment, Manufacturer retains the right to sell the Products directly to ___________ (e.g., existing key accounts, government customers, sales through Manufacturer's own website for direct consumers). Where no carve-outs apply, enter "None." 1.4 **Sub-distribution.** Distributor ___________. --- ## 2. Products The products subject to this Agreement ("Products") are: ___________ **HS Tariff Code(s):** ___________ **Product Line Additions.** Manufacturer may add new products to this Agreement by written notice to Distributor; Distributor may elect within ___________ days whether to include such products within the Territory. --- ## 3. Term This Agreement commences on ___________ and continues for an initial term of ___________ year(s) ("Initial Term"). Thereafter, the Agreement automatically renews for successive ___________-year periods, unless either party provides written notice of non-renewal at least ___________ days before the end of the then-current term.