AGREEMENT made this ____ day of _________________, 20___, by and between _____________________, with its principal offices at ______________________ (“Manufacturer”) and __________________________ with its principal offices at ____________________________________ (“Representative”).


            WHEREAS, Manufacturer is in the business of manufacturing, fabricating, selling and otherwise dealing in certain products; and

            WHEREAS, Manufacturer and Representative desire to enter into a relationship whereby Representative will act as the exclusive export sales representative for the products manufactured, fabricated, sold or otherwise dealt in by Manufacturer on the terms and conditions hereinafter set forth.

            NOW, THEREFORE, Manufacturer and Representative mutually agree as follows:

            1. Appointment. Manufacturer hereby designates and appoints Representative as its sole and exclusive export sales representative for the export and sale of all products from time to time manufactured, fabricated, sold or otherwise dealt in by Manufacturer (“the Line”) in all countries of the World except the United States and Canada, but including Puerto Rico and the Virgin Islands (“the Territory”). Representative shall have the sole and exclusive right to give quotations on, solicit and accept orders for and to sell the Line in all instances where any products constituting the Line are destined for shipment to or use or service in the Territory. Manufacturer shall promptly refer to Representative any and all orders and inquiries for quotations or other information concerning the Line coming from or relating to the Territory. Consistent with Representative’s rights as exclusive export sales representative for the Line, Manufacturer agrees that it will not directly or indirectly make any sales of the Line in the Territory other than through Representative and further agrees that it will not confer upon or grant to any third party any rights which would or might infringe upon Representative’s right hereunder and will take such action as may be reasonably required to avoid any such infringements.

            2. Term. The initial term of this Agreement shall commence on the date hereof and, subject to the other provisions hereof, end on _______________, 20____. Thereafter, this Agreement shall be automatically renewed for successive renewal terms of two years each unless or until terminated by one of the parties hereto pursuant to the provisions of Paragraph 10 hereof.


3. Prices. On all orders placed by Representative, Manufacturer shall invoice Representative at Manufacturer’s lowest published or generally offered price for the particular products constituting the Line included in an order, less _____% which is granted to Representative as an export sales allowance. It is understood that Manufacturer’s prices may be changed from time to time to meet competitive conditions. Manufacturer shall have the right to make such changes but agrees to seek and reasonably consider the advice of Representative concerning market conditions in the Territory before doing so. In the event of any change in the prices for products constituting the Line, Manufacturer shall give Representative not less than sixty (60) days written notice in advance of the effective date of any change, and Manufacturer agrees to fill, invoice and ship all orders placed by Representative prior to or during said sixty (60) day period at the lower of the previous or new prices, less the _____% export sales allowance. For this purpose, an order shall be deemed placed by the Representative when it is forwarded to Manufacturer by first class mail, by telex, by hand delivery or by telephone communication to authorized personnel at Manufacturer’s principal place of business.

4. Terms. The terms of sales hereunder shall be _____% _______ day, net _____ days, F.O.B. ________________, with all merchandise packed _______________________________________________________________________. All orders placed by Representative with Manufacturer shall be promptly filled, shipped and delivered by Manufacturer in accordance with the instructions in Representative’s purchase order, subject only to the provisions of Paragraph 8 hereof.

5. Representative’s Obligations. Representative shall give the Line the full benefit of its sales organization, and agrees to use its best efforts to promote sales of the Line in the Territory, taking into consideration import or export restrictions, exchange controls, varying political relations between the United States and any particular foreign government, economic conditions generally and other special conditions or circumstances within the Territory or any country or countries therein. Representative shall bear and pay all of its operating and sales expenses in connection with sales of the Line.

6. Sales Materials. Manufacturer, at its expense, shall furnish Representative with reasonably required quantities of descriptive materials, advertising and sales promotion literature, price lists, catalog sheets and other materials relating to the Line, overprinted as Representative may from time to time request. Manufacturer shall also furnish Representative with all relevant technical information with respect to products constituting the Line and shall make available to Representative on a reasonable basis Manufacturer’s technical personnel for purposes relating to the promotion, demonstration, sale training or servicing of the Line.

7. Warranties. All products constituting the Line shall have the benefit of Manufacturer’s standard warranty. Manufacturer warrants and represents to

Representative that all such products are, and at the time of delivery will be, of good and merchantable quality, capable of being used and suitable for use in the manner and for the purpose for which such products are intended. Manufacturer further warrants and represents to Representative that none of such products breaches or infringes any patent, trademark or other rights of any third party. Manufacturer agrees to save and hold Representative harmless from and against any and all liability, loss, costs, expenses or damages Representative might incur as a result of any breach by Manufacturer of any of the representations and warranties herein set forth.

            8. Force Majeure. Neither Manufacturer nor Representative shall be responsible or liable to the other for any delays in performing their respective obligations under this Agreement because of strikes, walkouts, acts of God or other causes beyond their respective control. If Manufacturer is so prevented from timely filling any order placed by Representative, Manufacturer shall promptly inform Representative in writing and use its best efforts to make delivery promptly after such conditions have been remedied. In the event the condition which is the cause of the delay is not remedied such that Manufacturer can make delivery of the products not later than ______ days after the originally scheduled date of delivery, Representative may, at its option, elect to cancel the order by notice to Manufacturer and be entitled to a prompt refund of any deposit or partial payment made with respect to the order.

            9. Trademarks, Etc. Manufacturer hereby grants to Representative the right to use the Manufacturer’s name, trademarks, tradenames and any other intellectual property rights pertaining to the Line in connection with the promotion and sales thereof. Representative shall have the right to use the foregoing in connection with sales of the Line.

            10. Termination. Either Manufacturer or Representative shall have the right to terminate this Agreement:

            (a) Effective on the last day of the initial term or of any renewal term as set forth in Paragraph 2 by giving notice to the other party not less than one hundred and eighty (180) days prior to the date as of which termination is to be effective; or

            (b) Effective on the date the other party shall become insolvent or voluntarily file a petition in bankruptcy or have a petition in bankruptcy filed against it, upon written notice to the other party.

            11. Effect of Termination. In the event of termination of this Agreement, the following procedures shall apply:

            (a) Manufacturer shall promptly fill, ship, deliver all orders placed by Representative prior to the effective date of termination, including any orders scheduled for shipment or delivery after such date;

            (b) If Representative has any unsold quantities of products constituting the Line in inventory, Representative may, at its option: (i) continue to act as Manufacturer’s nonexclusive representative in the Territory until all such quantities have been sold; or (ii) resell to Manufacturer all such products at the net cost thereof to Representative;

            (c) Manufacturer’s representations and warranties and agreement to indemnify Representative pursuant to Paragraph 7 hereof shall continue in effect notwithstanding termination of Representative’s other rights hereunder; and

            (d) In consideration of Representative’s development of an export market for the Line, Manufacturer shall pay to Representative a commission equal to ten percent (10%) of all gross sales of products constituting the Line made by Manufacturer, either directly of indirectly through an agent, representative, distributor or otherwise, to Representative’s customers in the Territory for a period of three (3) years following the effective date of termination of this Agreement. “Gross sales” for this purpose shall mean all such sales of the Line made during said three (3) year period, including those billed thereafter and without regard to any commissions paid or payable or discounts allowed. “Representative’s customers” shall mean all parties to whom Representative has sold any product constituting the Line during the term of this Agreement. Manufacturer shall pay any such commission to Representative within thirty (30) days following shipment of the products to which a commission applies, and at the time of payment Manufacturer shall furnish Representative with full information concerning the amount of the sale to which the commission is attributable. Manufacturer shall also furnish Representative forthwith at any time such other and further information as Representative may reasonably request (including, but not limited to, certified financial statements) to confirm the amount of such gross sales.

            12. Notices. Any notices to be furnished hereunder shall be written and shall be served by registered or certified United States mail, addressed as follows:

To Representative:                                         To Manufacturer:

Attention: ___________________                Attention: ____________________

            13. Miscellaneous. (a) This Agreement constitutes that entire agreement between the parties concerning the subject matter contained herein and supercedes all previous verbal or written agreements or understandings between the parties. No change in this Agreement shall be valid or binding unless made in writing and signed on behalf of each party by a duly authorized representative thereof; (b) the failure of either party to require performance by the other party hereunder, or the waiver by either party of a breach of any provision hereof, shall in no way affect the required performance at any time thereafter, and shall not constitute a waiver of any provision hereof; (c) if any portion hereof violates any law of any jurisdiction, such portion shall be of no force and effect in such jurisdiction, but this shall not affect the validity of any other portion of this Agreement; (d) this Agreement shall be deemed made pursuant to and shall be construed in accordance with the laws of the State of __________________ U.S.A.; and (e) this Agreement may not be assigned either party hereto without the prior written consent of the other party, and shall be binding upon and inure to the benefit of the respective successors of the parties hereto and to their permitted assignees.

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

____________________________________, Manufacturer

By _____________________________________________

___________________________________, Representative

By _____________________________________