Back to top

DISTRIBUTORSHIP AGREEMENT

Distribution Agreement

DISTRIBUTORSHIP AGREEMENT | Document Parties: ID-CONFIRM, INC. You are currently viewing:
This Distribution Agreement involves

ID-CONFIRM, INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: DISTRIBUTORSHIP AGREEMENT
Governing Law: Colorado     Date: 10/6/2005

DISTRIBUTORSHIP AGREEMENT, Parties: id-confirm  inc.
50 of the Top 250 law firms use our Products every day

DISTRIBUTORSHIP AGREEMENT

 

 

1.

Appointment, Territory and Products

 

id-Confirm

1800 Boulder Street, Suite 400

Denver, CO

80211

 

U.S.A.

 

 

 

 

 

 

 

(hereinafter called "id-Confirm") hereby appoints:

 

BBD BEST BRANDS DISTRIBUTION LTD.

3rd BUCHAREST ST. L88b Bldg. Suite 7

 

CONSTANTA, ROMANIA

 

 

 

 

 

 

(hereinafter called "DISTRIBUTOR") as its non-exclusive DISTRIBUTOR in the BLACK SEA REGION (hereinafter called the "TERRITORY") for the following id-Confirm products, together with certain associated software (hereinafter “LICENSED SOFTWARE”):

 

IDCO WILL SELL all id-Confirm Inc PRODUCTS

 

 

(hereinafter called the "PRODUCTS and LICENSED SOFTWARE," respectively).

 

2.

Effective Date and Duration

 

2.1

This Agreement shall become effective on the day of its acceptance by id-Confirm, unless approval by competent authorities of the TERRITORY is required, in which case the effective date shall be the date of said approval. DISTRIBUTOR shall be responsible for promptly obtaining any such approval at its expense and shall at its expense promptly notify id-Confirm of the date of its issuance (hereinafter “EFFECTIVE DATE”).

 

2.2

This Agreement replaces any prior agreement related to the PRODUCTS and shall continue in force until 3 YEARS unless terminated sooner in accordance with Article 10 hereof.

 

2.3

Unless confirmation of termination is given by either party to the other party by written notice no later than six (6) months prior to the expiration date set forth in Article 2.2 above, this Agreement shall be automatically renewed until JUNE 1 2016 .

 

 

 

 


 

 

3.

Obligations of Distributor

 

DISTRIBUTOR agrees:

 

3.1

to promote aggressively the sale of the PRODUCTS and LICENSED SOFTWARE associated with PRODUCTS, and to maintain a proper sales organization in order to give prompt service and secure proper market penetration in the TERRITORY;

 

3.2

to maintain stock levels of the PRODUCTS adequate for the needs of customers in the TERRITORY, based upon recommendations as to items and quantities made by id-Confirm or its representatives from time to time;

 

3.3

to permit, from time to time, inspection of its inventory and of its records of sales by authorized representatives of id-Confirm;

 

3.4

to promptly pay when due, in accordance with terms granted, the amounts owing to id-Confirm;

 

3.5

to provide id-Confirm’s standard Software License Agreement to its Customers;

 

3.6

during the term of this Agreement and for a period of ten (10) years after, to preserve in strict confidence and not disclose to third parties the confidential information received from id-Confirm including, but not limited to, trade secrets, customer lists and information concerning the design or method of manufacture of the PRODUCTS, it being agreed that this provision shall survive termination of this Agreement for any reason whatsoever;

 

3.7

to derive its sole profit from the relationship with id-Confirm from the resale of the PRODUCTS and from commissions from the provision of LICENSED SOFTWARE. No other compensation shall be due to the DISTRIBUTOR by id-Confirm for the performance of its obligations under this Agreement;

 

3.8

to sell PRODUCTS only within the TERRITORY;

 

3.9

not to make representations in relation to the PRODUCTS other than in accordance with id-Confirm policies; and

 

3.10

to supply to id-Confirm adequate information on local legislation and regulations affecting the importation and sale of the PRODUCTS in the TERRITORY.

 

DISTRIBUTOR's failure to comply with any of the obligations covered by this Article 3 shall constitute a material breach entitling id-Confirm to terminate this Agreement for cause in accordance with Article 10 below.

 

2

 

 


 

 

 

4.

id-Confirm Obligations

 

id-Confirm agrees:

 

4.1

to grant to the DISTRIBUTOR prices, discounts and terms relating to the sale of the PRODUCTS in effect at the time of the shipment of the PRODUCTS;

 

4.2

to assist the DISTRIBUTOR in the promotion and sale of the PRODUCTS through the services and advice of id-Confirm's advertising, merchandising, and sales personnel; and

 

4.3

to supply the DISTRIBUTOR with catalogs, price sheets, and other materials as in the opinion of id-Confirm may reasonably be required.

 

5.

Prices, Payment and Commission

 

5.1

Price. The prices for the PRODUCT (including volume discounts) and royalties for LICENSED SOFTWARE for the first twelve (12) months of this Agreement (the first “CONTRACT YEAR”) are set forth on Exhibit A. Prices do not include applicable sales or use taxes and shipping costs (freight and insurance), which shall be separately stated on id-Confirm’s invoices and born by DISTRIBUTOR.

5.2

Price Changes. The prices set forth on Exhibit A shall be revised annually, on or before the start of each CONTRACT YEAR, to reflect any increase or decrease in manufacturing costs for the PRODUCT reasonably projected by id-Confirm for the next CONTRACT YEAR (in each case, determined in accordance with generally accepted accounting principles, consistently applied), with the first pricing review occurring ten (10) months after the EFFECTIVE DATE of this Agreement.

5.3

Payment. Supplier shall issue invoices for PRODUCT on or after the date of shipment. Payment shall be irrevocable, confirmable letter of credit, payable on presentation of shipping documents.

5.4

Commission. id-Confirm shall pay DISTRIBUTOR fifteen percent (15%) of royalties actually received by id-Confirm. Such payments shall be made within thirty (30) days next following each calendar quarter for royalties received during the such calendar quarter. 5% OF ROYALTIES WILL GO TO THE BLACK SEA REGION SCHOOLS AND TO HELP THE BETTERMENT OF THE REGION AND WILL BE YEARLY AUDIT

 

6.

Transportation

 

6.1

Shipments of PRODUCTS are made F.O.B. UNITED STATES warehouse in DENVER COLORADO.

 

 

3

 

 


 

 

6.2

id-Confirm shall not be responsible for any taxes, duties or other charges due outside the United States in connection with the sale of the PRODUCTS.

 

7.

Delivery

 

7.1

At the time of acceptance of the order id-Confirm shall supply to DISTRIBUTOR an estimate of the time of delivery. Every effort will be made to meet the DISTRIBUTORS' desired shipping date, but id-Confirm shall not incur any liability for delays due to any reason.

8.0 Minimum Orders

 

DISTRIBUTOR shall place minimum annual orders of US $2,000,000 . For the purpose of this Article 8, an order shall be considered "placed" when full payment has been received by id-Confirm.

8.1.1

id-Confirm has no obligation to accept any single order below the quantity of 20 UNITS AT COST OF $800 PER UNIT TOUCHSTARS, 220


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more