独家经销协议（英文）

APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENT
Dated 08th January 2002
1 Parties
(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')
(2) (name of principal’s agent) whose registered office in the PR of China at the address …. ('the Principal’s agent')
2 Recitals
2.1 The Principal manufactures goods including the Products
2.2 The Principal’s agent trades with the Products of the Principal
2.3 The Distributor wishes to sell the Products in the Territory
3 Definitions
The following terms shall have the following meanings:
3.1 'Business': the promotion and sale of the Products by the Distributor and all matters related
3.2 'Commencement Date': the date set out at the head of this Agreement
3.3 'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety
3.4 'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor
3.5 'Currency': US Dollars
3.6 'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to which a documentary credit is opened
3.7 'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [5.6] of this Agreement
3.8 Trade Name: (insert details)
3.9 'Minimum Annual Performance': sales of the Products in each year of the Term
3.10 'Products': the products briefly described in Schedule 1
3.11 'Rights': the sole and exclusive right of the Distributor to carry on:
3.11.1 the Business
3.11.2 for the Term
3.11.3 in the Territory
3.12 'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement
3.13 'Territory': the territory of the State of Israel
4 Grant and reservations
4.1 The Principal grants to the Distributor the Rights
4.2 The Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the Term
4.3 Without prejudice to the remaining provisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the Distributor

CONDITIONS
5 Principal's obligations
The Principal agrees with the Distributor throughout the Term:
5.1 Sole and exclusive distributor
Neither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights
5.2 Support and information
To support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense
5.2.1 to supply trial samples of the Products upon request from the Distributor
5.2.2 to provide and promptly update information about the Products
5.3 Indemnity
To indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from:
5.3.1 any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customers
5.3.2 any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement
5.4 Delivery of Products
Subject to availability to supply to the Distributor or the customers of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:
5.4.1 comply in all respects with relevant governmental or other regulations in the Territory
5.4.2 are of merchantable quality
5.4.3 conform to sample and specification limits
5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis
5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract
5.5 Extension of Term
To extend the Term for one further period of two years without break in continuity provided that the Distributor:
5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term
5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date
5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause
5.6 Extension of Territory
5.6.1 To give to the Distributor not less than 60 days' written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment:
5.6.1.1 to sell the Products or goods similar to the Products