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DISTRIBUTORSHIP AGREEMENT Distributorship agreement made [date of agreement], between [name of corporation], a corporation organized and established under the laws of [name of state], having its principal place of business at [street address], City of [name of city], County of [name of county], State of [name of state] ("seller"), and [name of dealer], of [street address], City of [name of city], County of [name of county], State of [name of state] ("dealer"). SECTION ONE EXCLUSIVE DISTRIBUTORSHIP Seller grants to dealer a sole and exclusive distributorship to sell the following products manufactured by seller: [listing of products manufactured by seller]. SECTION TWO TERRITORY The exclusive distributorship shall cover the following territory: [description of territory]. Dealer agrees that dealer will not sell any of seller's products in any other territory without the prior written consent of seller or the exclusive distributor in whose territory the sale is contemplated. SECTION THREE QUANTITY Dealer shall purchase each month, beginning [date of purchase], a minimum of [specification of minimum unit purchase of each product covered by agreement]. On dealer's failure to make the minimum purchase, seller may terminate this contract within [number of days] days. SECTION FOUR PRICE Dealer agrees to pay $[dollar amount of price per unit for each product covered by agreement], and shall pay seller net cash [number of days] days from receipt of seller's invoice or shall be entitled to a [percentage of discount]% discount for payment within [number of days] days from receipt of seller's invoice. SECTION FIVE DELIVERY Seller shall deliver the goods F.O.B. [specification of city of seller] via [specification of carrier]. SECTION SIX DEALER'S WARRANTIES Dealer warrants and agrees as follows: A. Dealer shall maintain an adequate display area for seller's products, including, but not limited to, use of such advertising material as seller may, at seller's option, require to be displayed.

B. Dealer will promote seller's product in any other manner deemed necessary. C. Dealer will not sell products of a similar nature manufactured by the competitors of seller, including, but not limited to, the following corporations or other entities: [listing of names of corporations]. D. [OPTIONAL: specification of other warranties agreed to by parties.] SECTION SEVEN BEST EFFORTS A. Seller agrees to exert seller's best efforts to supply dealer's needs for the products as provided in this contract. B. Dealer agrees to exert dealer's best efforts to promote the sale of the products in the indicated area for the term of this contract. SECTION EIGHT TERM This contract shall be effective for [number of months]/[number of years] [months/years] from the date mentioned above. SECTION NINE TERMINATION Either party may terminate this contract on [number of days] days' written notice to the other party. SECTION TEN GOVERNING LAW This contract and the agreement of the parties shall be governed and construed according to the laws of [name of state]. The parties have executed this agreement at [designation of place of execution] the day and year first written above. ___________________ [Signature]