7. REPAIR AND MAINTENANCE SERVICE
7.1 Provision of Services
Distributor shall provide repair and maintenance services for the Products to owners and users in the Territory, and Supplier shall provide appropriate support services to Distributor, all in accordance with the terms of support services of Supplier in effect at the time. The current terms of support services of Supplier is attached hereto as Annex 3.
7.2 Repairs and Maintenance to Products
In order to carry out repairs and maintenance to the Products, Distributor shall employ qualified engineers and shall maintain such repair and service equipment as may reasonably be required by Supplier from time to time.
7.3 Sale and Use of Spare Parts
Supplier shall sell to Distributor spare parts for the Products in accordance with the conditions of sale set out in Annex 2 hereto. In order to maintain design and quality standards Distributor shall use only spare parts for the Products which are supplied by Supplier or its Affiliates.
The Distributor shall at its own expense provide Supplier [by the end of the first week in each month] with a written report containing such information as Supplier may reasonably require including a report on the quality and performance of goods contained in each shipment and a stock and sales return.
9. COMPLIANCE WITH LOCAL LAWS
The Distributor shall comply with all Applicable Laws existing in the Territory from time to time concerning the Products and shall keep Supplier informed of any relevant changes therein. In particular but without limitation Distributor (i) shall at its own expense obtain all necessary permissions, consents and licences to enable Distributor to market and sell the Products in the Territory;
(ii) shall obtain any other governmental or other permission, consent or licence or make any registration necessary for the full and legal operation and performance of this Contract;
(iii) shall be responsible for the management of the importation of the Products into the Territory in compliance with Applicable Laws and the payment of all applicable import duties, taxes and other charges, and shall promptly upon Supplier's request provide to Supplier copies of all documents evidencing the same.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 No Distributor Entitlement
Nothing in this Contract shall entitle the Distributor to any Intellectual Property Rights owned or used by Supplier or any of its Affiliates (the "Supplier's Intellectual Property Rights") or to any goodwill attaching thereto.
10.2 Notification of Infringement
The Distributor shall inform Supplier promptly of any potential, threatened, alleged or actual infringement of any of Supplier's Intellectual Property Rights and shall provide all assistance and information required by Supplier in connection with any such infringement and shall, if Supplier so requests, at the expense of Supplier, join in any court or other proceedings relating to such infringement.
10.3 No Alteration
The Distributor shall not sell the Products under any other name or mark other than the names or marks used by Supplier in relation to the Products nor remove or obliterate those names or marks from the Products nor make any other alteration to the Products or their labelling.
11. CONDITIONS PRECEDENT
[insert conditions precedent as appropriate]
12. REPRESENTATIONS AND WARRANTIES
12.1 Distributor's Representations and Warranties
Distributor represents and warrants to Supplier that on the date hereof [and as of the Effective Date]:
(a) it is an independent legal person duly organized, validly existing in good standing under the laws of the place of its establishment or incorporation;
(b) it has full authority to enter into this Contract and to perform its obligations hereunder;
(c) it has authorized its representative to sign this Contract and from and after the Effective Date the provisions of this Contract shall be legally binding upon it;
(d) its execution of this Contract and its performance of its obligations hereunder: (i) will not violate any provision of its business license, articles of incorporation, articles of association or similar organizational documents; (ii) will not violate any Applicable Laws or any governmental authorization or approval; and (iii) will not violate or result in a default under any contract to which it is a party or to which it is subject;
(e) no lawsuit, arbitration or other legal or governmental proceeding is pending or, to its knowledge, threatened against it that would affect its ability to perform its obligations under this Contract; and
(f) it has disclosed to Supplier all documents issued by any governmental department that may have a material adverse effect on its ability to fully perform its obligations under this Contract, and the documents previously provided by it to Supplier do not contain any misstatements or omissions of material facts.
12.2 Consequences of Inaccuracy in Representations and Warranties
If any of the above representations and warranties of Distributor are not accurate in all material respects on the date hereof [or the Effective Date], then Distributor shall be in material breach of this Contract.
13.1 Initial Term
Subject to the provisions of Articles 13.2 and 14.1(b), (c) and (d), the initial term of the Contract shall be [●] years, commencing on the Effective Date.
本合同的初始期限为[•]年，于生效日开始，但可根据第13.2 条续展、及根据第 14.1（b）、（c）和（d）条终止。
[Choose one of the following alternatives:
Option (1): Automatic Expiration
[The Term shall expire automatically on the Expiration Date, unless extended for an additional term of [●] years through a written agreement signed by the authorized representatives of the Parties at least [sixty (60)] days prior to the Expiration Date.]
Option (2): Automatic Renewal
[On the Expiration Date, the Term shall automatically renew for an additional term of [●] years, unless either Party notifies the other Party of its decision not to renew this Contract through a written notice signed by its authorized representative and delivered to the other Party at least [sixty (60)] days prior to the Expiration Date.]
Option (3): [Client] with Option to Renew
[[Client] shall have the option to renew this Contract through a written notice signed by its authorized representative and delivered to the other Party at least [sixty (60)] days prior to the Expiration Date. If [Client] fails to exercise its option to renew the Contract, then the Term shall expire automatically on the Expiration Date.]]
14.1 Termination of Contract
(a) This Contract shall terminate upon the Expiration Date unless extended pursuant to Article 13.2.
(a) 本合同于合同期满日终止，除非双方按照第13.2 条续约。
(b) This Contract may be terminated at any time prior to Expiration Date by the mutual written agreement of the Parties.
(c) At any time prior to the Expiration Date, a Party (“Notifying Party”) may terminate this Contract through notice to the other Party in writing if:
(i) the other Party materially breaches this Contract, and such breach is not cured within the Cure Period granted pursuant to Article 16.1(a); or
(ii) the other Party becomes bankrupt, or is the subject of proceedings for liquidation or dissolution, or ceases to carry on business or becomes unable to pay its debts as they come due; or
(iii) the conditions or consequences of Force Majeure which have a material adverse effect on the affected Party's ability to perform continue for a period in excess of six (6) months and the Parties have been unable to find an equitable solution pursuant to Article 17.2(c) hereof; or
(iv) [insert other conditions triggering termination as appropriate]
(d) At any time prior to the Expiration Date, in addition to other remedies available to it under Applicable Laws and other provisions of this Contract, Supplier may terminate this Contract immediately through notice to Distributor in writing if:
(i) Distributor fails to observe Articles 2.3 (Competing Products), 2.4 (Restrictions on Resale) and 2.5 (Minimum Purchases and Stocks);
(i) 经销商未能遵守第2.3 条（竞争产品）、第2.4 条（转售限制）和第2.5 条（最低购买量和库存量）；
(ii) ownership or control of Distributor is acquired by a person, firm or company that manufactures or sells (directly or through its Affiliates) products that compete with the Products [or there is any other material change in the ownership of Distributor that Supplier considers to be detrimental to its interests]; or
(iii) Distributor infringes any of Supplier's Intellectual Property Rights, including its failure to observe Article 10 (Intellectual Property).
(iii) 经销商侵犯供应商的知识产权，包括未能遵守第10 条（知识产权）。
14.2 No Compensation
The Distributor shall not be entitled to any compensation whatsoever as a result of Supplier's termination of this Contract in accordance with this Article 14.
14.3 Effects of Termination
Upon termination of this Contract:
(a) any stocks of the Products in saleable condition and in the possession of Distributor, shall be forthwith held to the order of Supplier and (if requested by Supplier) any such Products which have been paid for in full by Distributor shall be resold by Distributor to Supplier or such person as Supplier shall specify at [cost price], due allowance being made for old stock and any out of condition or unsaleable Products;
(b) Distributor shall return to Supplier all documents supplied by Supplier which relate to the Products or any aspect of the business of Supplier together with all copies thereof;
(c) Distributor shall cease to represent in any way that it is an authorised distributor for the Products and shall not make any further use of any of Supplier's Intellectual Property Rights;
(d) Distributor shall use its best endeavours to supply to the Company the names and addresses of:
(i) all persons to whom it has sold Products [in respect of which the warranty period has not expired at the date of termination]; and
(ii) all persons for whom it has undertaken repair and servicing in respect of the Products during the course of this Contract; and
(e) to the extent that the Contract is terminated as a result of breach by Distributor, Distributor shall (if legally possible) assign to Supplier free of charge all permissions, consents and licences (if any) relating to the marketing and sale of the Products and execute all documents and do all things necessary to ensure that Supplier shall have the benefit of such permissions, consents and licences.
14.4 [Restricted Activities
In order to protect know-how transferred by Supplier to Distributor, Distributor shall not manufacture, purchase, sell or resell goods that compete with the Products from the premises used by Distributor for a period of one year after the termination of this Contract. The Distributor acknowledges that this restriction is indispensable to protect the know-how received from Supplier.]
14.5 Continuing Obligations
The provisions of Article 14.3 (Effects of Termination) and Article 14.4 (Restricted Activities), Article 15 (Confidentiality), Article 16 (Breach of Contract) (but only with respect to claims arising prior to the termination hereof or with respect to other continuing obligations) and Article 18 (Settlement of Disputes) shall survive the termination of this Contract.
以下各条的条款在本合同终止后继续有效：上述第14.3 条（合同终止的后果）、第14.4条（经销商的行为限制）、第15 条（保密义务）、第16 条（违约）（但其效力仅限于本合同终止前发生的违约事件以及违反其他持续义务的情形），以及第18 条（争议的解决）。15. CONFIDENTIALITY
15.1 Confidentiality Obligations
From time to time prior to and during the Term either Party (“disclosing Party”) has disclosed or may disclose Confidential Information to the other Party (“receiving Party”). The receiving Party shall, during the Term and for [●] years thereafter:
(a) maintain the confidentiality of Confidential Information;
(b) not use Confidential Information for any purposes other than those specifically set out in this Contract; and
(c) not disclose any such Confidential Information to any person or entity, except to its employees or employees of its Affiliates, its agents, attorneys, accountants and other advisors who need to know such information to perform their responsibilities and who have signed written confidentiality agreements containing terms at least as stringent as the terms provided in this Article 15 (collectively "Permitted Disclosure Parties").
(c) 除为履行其职责而确有必要知悉保密资料的该方或其关联机构雇员、该方律师、会计师或其他顾问外，不向其他任何人披露；且上述人员须已签署书面保密协议，其中条款的严格程度不得低于本15 条的规定(合称“允许披露方”)。
15.2 Confidentiality Exceptions
The provisions of Article 15.1 above shall not apply to information that:
(a) can be shown to be known by the receiving Party by written records made prior to disclosure by the disclosing Party;
(b) is or becomes public knowledge otherwise than through the receiving Party's breach of this Contract; or
(c) was obtained by the receiving Party from a third party having no obligation of confidentiality with respect to such information.
15.3 Confidentiality Rules
Each Party shall formulate rules and regulations to inform its directors, senior staff, and other employees, and those of their Affiliates of the confidentiality obligation set forth in this Article 15.
15.4 Return of Material
On the Expiration Date [or upon the disclosing Party's request at any time], the receiving Party shall (i) return to the other Party, or at the disclosing Party's direction destroy, all materials (including any copies thereof) embodying the other Party's Confidential Information and (ii) certify in writing to the other Party, within ten (10) days following the other Party's request, that all of such materials have been returned or destroyed.
16. BREACH OF CONTRACT
16.1 Remedies for Breach of Contract
Except as otherwise provided herein, if a Party ("breaching Party”) fails to perform any of its material obligations under this Contact or otherwise is in material breach of this Contract, then the other Party (“aggrieved Party”) may:
(a) give written notice to the breaching Party describing the nature and scope of the breach and demand that the breaching Party cure the breach at its cost within a reasonable time specified in the notice ("Cure Period") (provided that if any representation and warranty of a Party under Article 12.1 is not true and correct in all material respects when made, or if there is a breach of Article 15, or if any event listed in Article 14.1 (d) occurs, then there shall be no Cure Period); and
(a) 向违约方发出书面通知，说明违约的性质以及范围，并且要求违约方在通知中规定的合理期限内自费予以补救(“补救期”) (但是如果一方在第12.1 条项下所做的任何陈述和担保在做出时在任何实质方面不真实、不正确，或者违反第15 条的规定，则没有补救期)；且
(b) if the breaching Party fails to cure the breach within the Cure Period (or, if there is none, at any time following such breach), then in addition to its other rights under Article 14.1(c)(i) or Applicable Laws, the aggrieved Party may claim direct and foreseeable damages arising from the breach.
16.2 Limitation on Liability
Notwithstanding any other provision of this Contract, [except for breach of Section 15 (Confidentiality) and breach of Section 10 (Intellectual Property Rights),] neither Party shall be liable to the other Party for damages for loss of revenues or profits, loss of goodwill or any indirect or consequential damages in connection with the performance or non-performance of this Contract. [Except for a breach of Section 15 (Confidentiality) and a breach of Section 10 (Intellectual Property Rights),] the aggregate liability of a Party for all claims for any loss, damage or indemnity whatsoever resulting from such Party’s performance or non-performance of this Contract shall in no case exceed [●] United States Dollars (US$[●]) or the RMB equivalent thereof.
无论本合同其他条款有何规定，任何一方均不向另一方承担因本合同的履行或不履行而造成的收入或利润丧失、商誉丧失或任何间接或附带性损失的赔偿责任[，但该方有违反第15条（保密义务）和第10 条（知识产权）情形的除外]。在任何情况下，一方对因本合同的履行或不履行所致的损失、损害或补偿索赔的责任累计总额不得超过[ ]美元（US$[ ]）或等值的人民币[， 但该方有违反第15 条（保密义务）和第10 条（知识产权）情形的除外]。
17. FORCE MAJEURE 17. 不可抗力
17.1 Definition of Force Majeure
"Force Majeure" shall mean all events which are beyond the control of the Parties to this Contract, and which are unforeseen, unavoidable or insurmountable, and which prevent total or partial performance by either of the Parties. Such events shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law or the application thereof or any other instances which cannot be foreseen, prevented or controlled, including instances which are accepted as Force Majeure in general international commercial practice.
17.2 Consequences of Force Majeure
(a) If an event of Force Majeure occurs, a Party's contractual obligations affected by such an event under this Contract shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty or liability, for a period equal to such suspension.
(b) The Party claiming Force Majeure shall promptly inform the other Parties in writing and shall furnish within [fifteen (15)] days thereafter sufficient proof of the occurrence and duration of such Force Majeure. The Party claiming Force Majeure shall also use all reasonable endeavours to terminate the Force Majeure.
(c) In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure.
18. SETTLEMENT OF DISPUTES
18.1 Friendly Consultations
In the event of any dispute, controversy or claim arising out of or relating to this Contract, or the breach, termination or invalidity hereof ("dispute"), the Parties shall attempt in the first instance to resolve such dispute through friendly consultations.
[Choose one of the following two alternatives:
Either Option (1): CIETAC Rules
(a) In the event such dispute is not resolved through consultations within [sixty (60)] days after the date such consultations were first requested in writing by a Party, then any Party may submit the dispute for arbitration in [Beijing] before the China International Economic and Trade Arbitration Commission ("CIETAC") in accordance with CIETAC Arbitration Rules then in force, and as amended by this Article 18.2 ("Arbitration Rules").
(a) 如果某一争议未在一方首次书面提出进行磋商之日后六十(60)日内通过友好协商解决，则任何一方可将该争议提交中国国际经济贸易仲裁委员会(“贸仲会”)在[北京]按照当时有效的贸仲会仲裁程序规则（并由本第18.2 条规定作为修订）(“仲裁规则”)进行仲裁。
(b) The arbitration tribunal shall consist of three arbitrators, one appointed by each Party and, if either of the Parties fails to appoint an arbitrator within the time specified in the Arbitration Rules, the Chairman of CIETAC shall make such appointment, taking into consideration the criteria set out in this Article 18.2.
(b) 仲裁庭应由三名仲裁员组成，其中双方各指定一名，如果任何一方不能在仲裁规则具体规定的时间内指定一名仲裁员，贸仲会主任将参考本合同第18.2 条载明的标准指定仲裁员。
(c) A third arbitrator (the "Presiding Arbitrator") shall be appointed by agreement between the Parties in accordance with the provisions of Articles 18.2 (d) and (e) below, and, if the Parties fail to jointly appoint the Presiding Arbitrator within the time specified in the Arbitration Rules, the Chairman of CIETAC shall make such appointment, taking into consideration the criteria set out in this Article 18.2.
(d) No arbitrator may be a national of (i) the PRC or (ii) [home country of Party B].
(e) The Presiding Arbitrator (and any successor or replacement appointee in place of any Presiding Arbitrator initially appointed) shall, unless otherwise agreed in writing by the Parties, be a national of one of the following countries:
(i) Australia; (ii) Belgium;
(i) 澳大利亚(ii) 比利时
(iii) Canada; (iv) New Zealand;
(iii) 加拿大(iv) 新西兰
(v) Sweden; (vi) Switzerland;
(v) 瑞典(vi) 瑞士
(vii) The Netherlands; or (viii) The United Kingdom.
(vii) 荷兰(viii) 英国
(f) The arbitration proceedings shall be conducted in the English language.
(g) All costs of arbitration (including but not limited to arbitration fees, costs of arbitrators and legal fees and disbursements) shall be borne by the losing party, unless otherwise determined by the arbitration tribunal.
(h) The provisions of Chapter III of the Arbitration Rules (concerning summary procedure) are excluded, regardless of whether the total amount of the claim amounts to RMB 500,000.
[NB: This clause could be considered to be a variation to the CIETAC Rules. Article 7 of the CIETAC Rules states that variations to the Rules are subject to consent by the Arbitration Commission].
Or Option (2): SIAC Rules
(a) In the event the dispute is not resolved through consultations within [sixty (60)] days after the date such consultations were first requested in writing by a Party, then any Party may submit the dispute to Singapore International Arbitration Centre ("SIAC") for arbitration in Singapore in accordance with the Arbitration Rules of the SIAC then in force, and as amended by this Article 18.2 ("Arbitration Rules").
(a) 如果某一争议未在一方首次书面提出进行协商之日后[六十(60)]日内通过友好协商解决，则任何一方可将该争议提交新加坡国际仲裁中心(“仲裁中心”)在[新加坡]按照当时有效的仲裁中心仲裁程序规则（并根据本第18.2 条作出修订）(“仲裁规则”)进行仲裁。
(b) The tribunal shall consist of [one] [three] arbitrator(s) to be appointed by the Chairman of the SIAC.
(c) The language of the arbitration shall be English.]
18.3 Procedural Compliance
The Parties undertake:
(a) to comply strictly with the time limits specified in the Arbitration Rules for the taking of any step or the performance of any act in or in connection with any arbitration; and
(b) to comply with and to carry out, in full and without delay, any procedural orders (including, without limitation to, any interim measures of protection ordered) or any award (interim or final) made by the arbitral tribunal.
18.4 Enforcement of Award
Each of the Parties irrevocably:
(a) agrees that any arbitral award shall be final and binding;
(b) undertakes that it will execute and perform the arbitral award fully and without delay. In the event of judicial acceptance and an order of enforcement, each party expressly waives all rights to object thereto, including any defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state; and
(c) waives any rights which it may have to contest the validity of the arbitration agreement set forth in this Article or the jurisdiction of the relevant arbitration institution to hear and to determine any arbitration begun pursuant to this Article 18.
When any dispute occurs and is the subject of friendly consultations or arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Contract, except in respect of those matters under dispute.
18.5 Injunctive Relief
Notwithstanding the foregoing, the Parties agree that each Party has the right to seek temporary or permanent injunctive or other similar relief in any court or other authority of competent jurisdiction in respect of any claims of breach of confidentiality or IPR infringement or for an order of specific performance or other injunctive relief as permitted under Applicable Laws.
18.6 Governing Law
The validity, interpretation and implementation of this Contract shall be governed by the laws of [the People's Republic of China][[another jurisdiction] (without regard to its rules governing conflict of laws)].
19. MISCELLANEOUS PROVISIONS
19.1 Independent Contractor Relationship
The Parties are only establishing a vendor-purchaser relationship with each other by entering into this Contract. Nothing in this Contract shall be construed or implied as:
(a) establishing between the Parties hereto any partnership or any other form of relationship entailing joint liability;
(b) constituting either of the Parties hereto as the agent of the other Party (except with the other Party's prior written consent); or
(c) authorizing either Party to incur any expenses or any other form of obligation on behalf of the other Party (except with the other Party's prior written consent).
19.2 Binding Effect
This Contract is made for the benefit of the Parties hereto and their respective lawful successors and assignees and is legally binding on them.
This Contract shall not be changed verbally, but only by a written instrument signed by the Parties.
19.4 Mutual Agreement of the Parties
THE PARTIES DECLARE THAT THE PROVISIONS OF THIS CONTRACT REFLECT THE RESULTS OF THEIR COMMERCIAL NEGOTIATIONS CONDUCTED IN GOOD FAITH AND THAT NONE OF THE PROVISIONS HEREOF CONSTITUTES THE STANDARD TERMS OF EITHER PARTY. DISTRIBUTOR ACKNOWLEDGES THAT IT HAS REVIEWED AND UNDERSTANDS THE PROVISIONS OF THIS CONTRACT AND HAS RECEIVED SATISFACTORY EXPLANATIONS AS TO ANY ISSUE RAISED BY IT IN RESPECT THEREOF.
19.5 No Publicity
The existence of this Contract, as well as its contents, shall be deemed to fall within the scope of Confidential Information and subject to Article 15, and shall not be disclosed in whole or in part to any person or entity, except (i) to Permitted Disclosure Parties, (ii) to authorized securities regulators or exchanges in accordance with Applicable Laws or the relevant rules of the securities exchange to which the Party in question is subject, (iii) to officials in relevant government departments pursuant to the requirements of Applicable Laws, (iv) in order to fulfil any conditions precedent to the effectiveness of this Contract or (v) for the purpose of the performance by a Party of its obligations or exercise of its rights hereunder or relating hereto.
各方应对本合同的存在及其内容当作本合同规定的保密资料，并根据本合同第15 条规定加以保护，合同双方不得向任何人或实体予以全部或部分披露，但向以下各方的披露的除外：(i) 向允许披露方披露；(ii)向依据有关法律或该方为规制对象的证券交易所规则，获得授权的市场监管官员或交易所披露；(iii)依据有关法律向有关政府机构的官员披露；(iv)为了满足本合同的生效条件；或者(v)一方为履行其于本合同项下或与本合同相关的义务或行使其于本合同项下或与本合同相关的权利。
19.6 No Solicitation
Neither Party shall, during the Term or within one (1) year after the Expiration Date, directly solicit for employment the other Party's personnel who are engaged in the performance of this Contract without the prior written consent of the other Party.
(a) Any notice or written communication provided for in this Contract by either Party to the other, including but not limited to any and all offers, writings, or notices to be given hereunder, shall be made in [language] and delivered:
(i) by hand;
(ii) by courier service delivered letter; or
(iii) by facsimile.
(b) Notices shall be deemed to have been delivered at the following times:
(i) if by hand, on reaching the designated address and subject to return receipt or other proof of delivery;
(ii) if by courier, the [fifth] Business Day after the date of dispatch; and
(ii) 如果是以专递信函方式送达，为递交日后的第[五] 个营业日；且
(iii) if by fax, upon the next Business Day following the date marked on the confirmation of transmission report by the sender's fax machine, indicating completed uninterrupted transmission to the relevant facsimile number.
(c) During the Term, each Party may change its particulars for receipt of notices at any time by notice given to the other Party in accordance with this Article 19.7.
[mailing address] [经销商]
People's Republic of China 中华人民共和国
Facsimile No: 传真号码：
[mailing address] [邮址]
Facsimile No: 传真号码：
Either Party's failure to exercise or delay in exercising any right, power or privilege under this Contract shall not operate as a waiver thereof, and any single or partial exercise of any right, power or privilege shall not preclude the exercise of any other right, power or privilege.
The Distributor may not assign in whole or in part any of its rights hereunder or any rights arising from any individual order for the purchase of the Products without the prior written consent of Supplier. The Supplier shall be entitled to assign in whole or in part any of its obligations hereunder or arising from any individual order for the purchase of the Products to any of its Affiliates or suppliers solely upon written notice to Distributor, provided that Supplier shall remain fully liable for the performance of such obligations.
The invalidity of any provision of this Contract shall not affect the validity of any other provision of this Contract.
19.11 Entire Agreement
This Contract and the Schedules and Annexes hereto constitute the entire agreement between the Parties hereto with respect to the subject matter of this Contract and supersede all prior discussions, negotiations and agreements between them, including, the [Memorandum of Understanding between [●] and [●] dated [●]] the [Letter of Intent between [●] and [●] dated [●]] [refer to all MOUs, LOIs previously signed]
19.12 Further Endeavours
A Party shall, at any time, upon the request of the other Party, execute or procure the execution of such documents, agreements, contracts or deeds and do or procure the doing of such acts and things as may be [reasonably] necessary to give full effect to the provisions of this Contract.
Save as otherwise provided in this Contract, each Party shall bear its own legal and other professional costs in relation to the preparation, negotiation and entry into of this Contract.
19.14 Schedules and Annexes
The Schedules and Annexes hereto are made an integral part of this Contract and are equally binding with the main body of the Contract. In the event of any conflict between the terms and provisions of the main body of the Contract and the Schedules or Annexes, the terms and provisions of the main body of this Contract shall prevail.
This Contract is executed in the Chinese language in [●] ([●]) originals and in the English language in [●] ([●]) originals. Both language versions shall be equally authentic.
本合同中文正本[ ]份，英文正本[ ]份。两种文本具有同等效力。
IN WITNESS WHEREOF, each of the Parties hereto has caused this Contract to be executed by its duly authorized representative on the date first set forth above.
[Distributor name] [Supplier name] [经销商名称] [供应商名称]
By: ____________________ By: ____________________
签署： ____________________ 签署： ____________________
Name: [Distributor rep name] Name: [Supplier rep name]
姓名： [经销商代表姓名] 姓名 [供应商代表姓名]
Title: [Distributor rep position] Title: [Supplier rep position]
职务： [经销商代表职务] 职务： [供应商代表职务]
Nationality: [Chinese] Nationality: [Supplier rep nationality]
国籍： 中国 国籍： [供应商代表国籍] SCHEDULE A DEFINITIONS AND INTERPRETATION
附录一 - 定义
Part A - Definitions 第一部分 - 定义
Unless the terms or context of this Contract otherwise provide, the following terms shall have the meanings set out below:
"Affiliate" means any entity which, directly or indirectly, is controlled by, under common control with, or in control of, a Party; the term "control" being used in the sense of power to elect or appoint a majority of directors or to direct the management of a company.
"aggrieved Party" shall have the meaning set out in Article 16.1.
"Applicable Laws" means the laws, regulations, rules, notices, and other legislative, executive or judicial decisions or pronouncements binding on either Party or in relation to the subject matter of this Contract.
"breaching Party" shall have the meaning set out in Article 16.1.
"Business Day" means:
(a) in respect of any action to be taken in the PRC, any day on which the companies in the PRC are generally open for business in the PRC, including a Saturday or Sunday which the PRC government temporarily declares to be a working day ("Working Rest Day"), but excluding a statutory holiday, or a Saturday or Sunday other than a Working Rest Day; and
(a) 就在中国境内的任何行为而言，指中华人民共和国境内公司通常对外营业的任何一日，包括中国政府宣布为临时工作日的星期六或星期日 (“调休工作日”)，但不包括法定节假日以及调休工作日以外的星期六或星期日；
(b) in respect of any action to be taken in [Supplier Home Country], any day on which the companies in [Supplier Home Country] are generally open for business in [Supplier Home Country].
(b) 就在[许可人所在国]采取的任何行为而言， 指[许可人所在国]境内公司通常对外营业的任何一日。
“China” and “PRC” mean the People’s Republic of China[, but for purposes of this Contract do not include the special administrative regions of Hong Kong and Macau and the region of Taiwan].
"Confidential Information" means any business, marketing, technical, scientific or other information disclosed by any Party (including in the case of Supplier, its Affiliates) which, at the time of disclosure, is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the Parties, exercising reasonable business judgement, to be confidential.
"Contract" shall have the meaning set out in the preamble.
"Cure Period" shall have the meaning set out in Article 16.1(a).
"disclosing Party" shall have the meaning set out in Article 15.1.
"dispute" shall have the meaning set out in Article 18.1.
"Distributor" shall have the meaning set out in the preamble.
"Effective Date" means the [date of this Contract first shown above][the date on which each of the conditions precedent in Article 11 has been satisfied or waived in accordance with the terms thereof].
"Expiration Date" means the day on which the initial Term or any extended Term expires in accordance with the provisions of Articles 13.2 and 14.1.
“合同期满日”指根据第13.2 和14.1 条，合同初始期限或者任何续展期限届满之日。
"Force Majeure" shall have the meaning set out in Article 17.1.
"Intellectual Property Rights" or "IPR" means any and all rights in any invention, discovery, improvement, utility, model, copyrightable work, industrial design or mask work, algorithm, data structure, trade secrets or know-how, Confidential Information, or any idea having commercial value. IPR shall include any trademark, trade dress, trade name, domain name, or other marks that serve to identify and distinguish goods or services as coming from, or falling under the control of, a single source. IPR shall include all rights of whatsoever nature in computer software and data, all intangible rights or privileges of a nature similar to any of the foregoing in every case in any part of the world and whether or not registered, and all rights in any applications and granted registrations for any of the foregoing rights.
"Notifying Party" shall have the meaning set out in Article 14.1(c).
"Party" shall have the meaning set out in the preamble.
"Parties" shall have the meaning set out in the preamble.
"Products" mean the products listed in Annex 1 hereto, as amended from time to time in writing by the Parties.
"Permitted Disclosure Parties" shall have the meaning set out in Article 15.1(c).
"receiving Party" shall have the meaning set out in Article 15.1.
"Renminbi" or "RMB" means the lawful currency of China from time to time.
"Supplier" shall have the meaning set out in the preamble.
"Term" means the term of the Contract from the Effective Date through the Expiration Date.
"Territory" means China.
"United States Dollars" or "US$" means the lawful currency of the United States of America.
[Insert other definitions as appropriate]
Part B - Interpretation
1. A reference to any Applicable Laws or to any legislation or to any provision of Applicable Laws or of any legislation includes a reference to such Applicable Laws or legislation as amended or modified from time to time.
2. A reference to a "person" includes any individual or entity (including any company, business or other enterprise or entity, joint venture, institution, state or government department), as the context permits.
3. References to Schedules, Annexes, Articles and Sections are references to schedules, annexes, articles and sections of this Contract. References in this Contract to contracts, agreements or other documents, shall mean the same as amended from time to time.
4. A reference to any PRC government authority or department includes such authority or department at State, provincial, municipal and other levels.
5. References in this Contract to government ministries, bureaux, departments, commissions, agencies, etc. shall include all successor entities thereto.
6. In this Contract, the masculine form includes the feminine form and the singular form includes the plural form, and vice versa.
7. Headings are for convenience of reference only and shall not affect the construction or interpretation of this Contract.
8. A reference to any Party to this Contract or to any other party to any contract, agreement or document includes a reference to that party's successors and permitted assigns.
9. The words "includes" or "including" mean "includes without limitation" and "including without limitation" respectively.
ANNEX 1 TO [PRODUCT NAME] DISTRIBUTION CONTRACT
ANNEX 2 TO [PRODUCT NAME] DISTRIBUTION CONTRACT
CONDITIONS OF SALE 销售条件
ANNEX 3 TO [PRODUCT NAME] DISTRIBUTION CONTRACT
TERMS OF SUPPORT SERVICES 支持服务条款
CAVEATS AND DRAFTING NOTES
1.1 Independent Legal Advice
The user of this template is required to exercise independent legal judgment or take independent legal advice in respect of each provision of this template and make any and all revisions or supplements necessary or appropriate to ensure that such provisions (a) are applicable and appropriate to the subject transaction, and (b) comply with relevant requirements of applicable law as then in effect.
1.2 User Discretion
Items left blank in the template are to be completed by the user in accordance with the requirements of the subject transaction. Certain provisions and phrases have been placed in square brackets in order to draw the particular attention of the user thereto and such provisions or phrases in square brackets are to be used, completed, modified or deleted as the user determines appropriate.
2. Drafting Notes
2.1 General Drafting Notes
This template has been drafted in contemplation of a distribution arrangement with the following characteristics (and thus may not be appropriate in this form without applicable substantive modifications for transactions with different characteristics):
(a) The Supplier is a foreign manufacturer.
(b) The Distributor is a domestic Chinese legal person with import-export trade and distribution authority (so no separate import-export company is required to be a party hereto).
(c) This is a buy-sell distribution arrangement under which Distributor purchases and takes title to the Product and then resells the Products to end customers or second-tier distributors (if permitted) without adding value to the Products. (Thus, this is not a sales agency, franchise, component supply, value-added reseller, systems integration or other similar arrangement.)
(d) The Products do not include software.
(e) The Products require no installation.
(f) It is assumed that the Distributor can and will provide repair services.
(g) The Supplier is to, provide Standard Conditions of Sale (Annex 2).
(h) The user is acting for the Supplier (and thus this template is drafted in a manner favorable to the Supplier).
2.2 Specific Drafting Notes
Where the provisions of the distribution agreement are self-explanatory, no supplemental comments are provided below. References to section numbers are to the relevant Article numbers of the Distribution Contract.