EXCLUSIVE DEALING AGREEMENT
MANUFACTURER AND DISTRIBUTOR (TYPE 2)

Exclusive Dealing Agreement made ________________, 20_______, between _____________________________________, a corporation organized and established under the laws of _________________ (State), having its principal place of business at ______________________________________________________________(Address), in this Agreement referred to as "Seller,", and ________________________________ (Name), of ____________________________________________________________ (Address), in this Agreement referred to as "Dealer."

1  Exclusive Distributorship:
Seller hereby grants to Dealer a sole and exclusive distributorship to sell the following products manufactured by seller: __________________________________________
 ____________________________________________________________________.

2  Territory:
The exclusive distributorship shall cover the following territory: _________________
_____________________________________________________________________
____________________________________________________ (Describe 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.

3  Quantity:
Dealer shall purchase each month beginning ______________, 20____, a minimum of ____________________________________________________________________________________________________________________________________________ (Specify Minimum Unit Purchase Of Each Product Covered By The Agreement).  On Dealer's failure to make such minimum purchase, Seller may terminate this Contract within __________ (________) days.

4  Price:
Dealer agrees to pay ______________________ dollars ($___________) (Specify Dollar Price Per Unit For Each Product Covered By The Agreement), and shall pay Seller net cash _______________ (______) days from receipt of Seller's invoice or shall be entitled to a ____________ percent (__________%) discount for payment within __________ (_________) days from receipt of Seller's invoice.

5  Delivery:
Seller shall deliver the goods F.O.B. to ____________________ (Specify Seller's City) via ______________________________ (Specify Carrier).

6  Dealer's Warranties:
Dealer warrants and agrees as follows:

6.1  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.

6.2  Dealer will promote Seller's product in any other manner deemed necessary.

6.3  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: ______ ____________________________________________________________________________________________________________________________________ (Names).

6.4   __________________________________________________________________
______________________________________________________________________ (List Other Warranties Agreed To By The Parties To Contract).

7  Best Efforts:

7.1  Seller agrees to exert Seller's best efforts to supply Dealer's needs for the above-specified products as provided in this Contract.

7.2  Dealer agrees to exert Dealer's best efforts to promote the sale of the above-specified products in the indicated area for the term of this Contract.

8  Term:
This Contract shall be effective for _____________ (_______) _____________ (Months/Years) from the date first mentioned above.

9  Termination:
Either party may terminate this Contract on __________ (_______) days written notice to the other party.

10  Governing Law:
This Contract and the Agreement of the parties shall be governed and construed according to the laws of __________________ (State).

IN WITNESS WHEREOF, the parties have executed this agreement at _____________ _______________________ (Place Of Execution) the day and year first above written.

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Signature
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Signature