This Agreement is made on [date]

Parties

1. 1

   [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and

1. 2

   [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor);

   each of the Manufacturer and the Distributor being a party and together they are the parties.

Background

1. 1. (A)

      The Manufacturer manufactures [and supplies] the Products.

   1. (B)

      The Distributor has agreed to distribute [and support] the Products on [an exclusive OR a shared exclusive] basis in the Territory in accordance with the provisions of this Agreement.

The parties agree:

1. 1. 1

      Definitions

      1. 1.1

         In this Agreement:

         Active Sales

         1. •

            has the meaning given in Article 8(7) of VABEO;

         Affiliate

         1. •

            means any entity that directly or indirectly Controls, is Controlled by, or is in under common Control with, another entity;

         Bribery Laws

         1. •

            means the Bribery Act 2010[ and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010] [and all other applicable