This exclusive vendor agreement template has 8 pages and is a MS Word file type listed under our production & operations documents.
Sample of our exclusive vendor agreement template:
EXCLUSIVE VENDOR AGREEMENT This Exclusive Vendor Agreement (the" Agreement"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [VENDOR NAME] (the "Vendor"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor intends to supply exclusively certain material which are used by the Company in its business on the terms and conditions set forth in this Agreement. DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: "Agreement" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; "Accessories" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Vendor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Vendor. "Affiliate means" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) twenty-five percent (25%) or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. "Customer" means any person who purchases or leases Products from Vendor. "Delivery Point" means Company's facilities at [FULL ADDRESS]. Delivery point means Vendor's facilities at [FULL ADDRESS]. "Exhibit" means an exhibit attached to this agreement. "Goods" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Vendor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Vendor. "Products" means Goods, Accessories, and Spare Parts. "Specifications" means those specifications set forth in Exhibit D. "Territory" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Vendor shall have the first right of refusal at its option to expand the Territory in order to supply the Products on an exclusive basis in [COUNTRIES]. Company shall give Vendor written notice and the terms under which it intends to permit supply, or the terms of any offer or request from a third party for rights to supply, any of the Products in any country not then included in the Territory. Vendor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Vendor accepts such offer, the Territory shall be appropriately expanded. "Trademark" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF VENDOR Appointment Company hereby appoints Vendor as Company's exclusive vendor of Products to the Company, and Vendor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any vendor or agent in the Territory for the Products other than Vendor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Vendor or a party designated by Vendor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Vendor from seeking customers for the Products in the Territory, from establishing any branch related to the supply of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Vendor or a party designated by Vendor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Vendor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Vendor. Nothing contained in this Section shall affect any other right or remedy which Vendor may have pursuant to this Agreement. Referrals If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Vendor or a party designated by Vendor), Company shall, or shall cause that Affiliate to, refer such party to Vendor for handling. Relationship of Parties Vendor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Vendor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Vendor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by VEndor Vendor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Vendor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products ("Annual Market Potential") will be purchased and supplied in the Territory during the first year of this Agreement.
