INTERNATIONAL DISTRIBUTOR AGREEMENT - （国际经销商协议,）.pdf

INTERNATIONAL DISTRIBUTOR AGREEMENT THIS INTERNATIONAL DISTRIBUTOR AGREEMENT (this “Agreement”) is made and entered into on __________, 1999 (“Effective Date”) by and between [COMPANY/SUPPLIER], a ____________ corporation with a principal place of business at ______________. (“COMPANY”) and _____________, a corporation organized and existing under the laws of Japan with its head office and principal place of business at __________________________________________________________ (“DISTRIBUTOR”). 1. Appointment and Acceptance 1.1 COMPANY hereby appoints DISTRIBUTOR on an exclusive basis to purchase and resell the Products in the Territory. DISTRIBUTOR accepts this appointment on the terms and conditions set forth herein and obligates itself to the requirements of this Agreement. 1.2 The term Products shall mean the COMPANY products listed on Exhibit A attached hereto. COMPANY reserves the right to delete discontinued Products upon thirty (30) days prior written notice to DISTRIBUTOR. New or additional Products developed by COMPANY during the term of this Agreement shall be included on Exhibit A. 1.3 The term Territory shall mean the geographic area defined on Exhibit B attached hereto. DISTRIBUTOR shall not, without the express written authorization of COMPANY (i) reexport the Products from the Territory, or (ii) sell, service or promote the Products from a location outside of the Territory. 1.4 Distributor shall not appoint any subdistributors, subrepresentatives or subagents to sell or otherwise promote the sale of the Products without the express written consent of COMPANY. 2. Direct Sales COMPANYs policy is to sell the Products through its DISTRIBUTOR organization, wherever possible. In the