This Agreement is made on [date] Parties 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 2 [insert name of party] [of OR a company incorporated in [country] 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 (A) The Manufacturer manufactures [and supplies] the Products. (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 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 1(1)(l) of VBER; Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is in under common Control with, another entity; Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Business Plan • means the business plan set out in Schedule 6 as modified by the Manufacturer from time to time by giving written notice to the Distributor; Confidential Information