Company  Policy  for  DISTRIBUTION

( A  simple DRAFT)  

DISTRIBUTION AGREEMENT

 

THIS AGREEMENT is made as of …..    h 201.  by and between the Kyklotron limited, with its principal office at Simis 15 d, Strovolos, 2044, Nikosia, Cyprus, EU ("KYKLOTRON" or the "Manufacturer"), and …………  with its principal office at   …   …………………… …………. , ……………., ……………, ("Distributor").

           WHEREAS. KYKLOTRON has developed and owns certain detection and security systems and products of this Agreement, which may be amended from time to time;

WHEREAS. Distributor desires to market and distribute such Products world wide, as defined in this Agreement;

 WHEREAS, KYKLOTRON wants Distributor to promote, market, distribute maintain and repair such Products world wide, and therefore seeks to appoint Distributor as a reseller and distributor of the Products: and

 WHEREAS, KYKLOTRON seeks to grant Distributor a royalty-free, exclusive and non-transferable right to use certain trademarks, service marks, and trade names of KYKLOTRON, for the benefit of KYKLOTRON in Distributor's promotion and sales activities;

 NOW, THEREFORE, the parties agree as follows:

APPOINTMENT

1.0             KYKLOTRON hereby designates and appoints irrevocably the Distributor for a period of one Year, and Distributor hereby accepts such appointment, as a reseller and distributor of the Products. Distributor shall neither export nor sell the Products anywhere unless KYKLOTRON gives Distributor advance written authorization to do so.

1.1             KYKLOTRON keep the absolutely final approval off any distributorship or direct sale that "Distributor" will suggest in order to deal with KYKLOTRON for sign a financing contract, or sail or for any other reason.

1.2             On the other hand if KYKLOTRON has appointed another distributor in the suggested from …………….. or other specify territory, must notify  in writing ( e-mail, FAX, etc ) for this, as soon as  inform KYKLOTRON in writing.  

1.3             KYKLOTRON reserves the right at any time and from time to time to modify or make changes in the Products in any manner that may be deemed necessary or advisable by KYKLOTRON, so long as these changes do not affect the form, fit, and function of the Products. 

1.4              KYKLOTRON will provide when available to the "Distributor" samples, advertising aids such as video tapes, photos, printed material and others to help the "Distributor" undertake aggressive marketing of the "Products/Services’’. 

1.5             KYKLOTRON  agrees not to promise or pay any amounts of remuneration, in money or in kind, as commissions, consultancy, or service fees, to any party without the knowledge and agreement of the "Distributor" on sales of products and services covered under this agreements.

1.6             The intellectual property (copy write) of the KYKLOTRON technology is not granted or transferred under any circumstances. KYKLOTRON could grand the right to distributor in order to expertise specific KYKLOTRON products maintenance and repairs. No DEMO systems granted to distributors.

1.7             KYKLOTRON always receives an advance payment in order to accomplish any contract amount, invoice, pro-invoice, pro-forma, etc.  This advance will be exclusive and binding for each contract term and will be variable, but in any case not less than 35% of the total amount KYKLOTRON’s products purchasing contract, invoice, pro-invoice, pro-forma, etc. The production for the agreement execution or invoice or contract will begin 7 calendar days after the deposit of this advance payment in KYKLOTRON’s ltd bank account. Production details will be arranged by an economical contract.

1.8        "Distributor" will inform KYKLOTRON on the name of the client and the country.  ΚYKLOTRON could provide an exclusivity right to this specific new client and a new agreement would signed for this new client for the specific country. This exclusivity relation will be for one year based on the date of a written document signed by the new Company -client.

1.9        All expenses of the "Distributor" will NOT be reimbursed by KYKLOTRON.

1.10            Distributor will be free to determine its own price list, under the condition that KYKLOTRON will be paid according to the current updated pricelist of KYKLOTRON  products. ‘Distributorwill take his commission in a maximum time of 30 days after the complete amount (of the contract with the new client) have been deposited at KYKLOTRON ltd BANK account.

1.11         Distributor is authorized and shall be responsible for translating, editing, adding to, or rewriting, including, but not limited to, the packaging, advertising, promotional materials, instruction manuals, and documentation, all subject to prior written approval by KYKLOTRON. Distributor warrants that all such changes made by Distributor shall not infringe any intellectual property rights, including, but not limited to, patents, trademarks and copyrights, held by any third party.

1.12         Neither of the Parties shall transfer or assign its rights and / or obligations under this Agency Agreement to any Third party, other than to an affiliate or associate company, without the prior written consent of the other.

1.13         This Distributor Agreement shall be effective as from the date written above, and shall remain in effect for a period of one year. It shall be automatically renewed for additional one year period unless a written notice of non renewal is given by either party two months before the expiry date of each period.

1.14         Renewal cannot be unjustifiably withheld.

1.15         For the interpretation of this Agency Agreement, the English language shall prevail.

1.16             Any party that violates this Agency Agreement and fails to remedy thereto within 90 days to the satisfaction of the other Party and according to the provision of this Agency Agreement shall give the right to the other party to terminate the Agency Agreement.

1.17         Any disputes arising from the performance of this Agency Agreement will be settled first out of court or irrevocably in accordance with the Conciliation and Arbitration of         the Court of Cyprus by one or several arbitrators appointed in accordance with the said rules.

Signatory to this Agreement state and guarantee that they are the personal and legal representatives of the legal entities and authorized to sign this.

 

IN WITNESS WHEREOF, the parties cause this agreement to be signed by their duly authorised representatives identified below.

......... (name of the company)

KYKLOTRON LIMITED

 

Name: …….

 Name: …………. 

Name: ……………

 

Title: Managing Director

 

Title: Directors

Date:

Date: