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Contrat Distribution

Template of Contract (Agreement)

Modèle de contrat en anglais.

Bilingual template: this template of contract is available in English and in French.

See the French version

AGREEMENT

ENTERED INTO BY AND BETWEEN:

ON THE FIRST PART,

XXX [IDENTITY OF THE PHYSICAL OR LEGAL PERSON. TEMPLATE FOR A COMPANY: XXX [COMPANY NAME], a company incorporated under the laws of XXX [STATE], with a share capital amounting to XXX [SHARE CAPITAL], registered with the registrar of companies of XXX [CITY OF THE REGISTRAR IF APPLICABLE] under number XXX [REGISTRATION NUMBER], with its registered office located XXX [REGISTERED OFFICE], represented by XXX [NAME OF THE SIGNATORY, LEGAL REPRESENTATIVE OR OTHER REPRESENTATIVE DULY ENTITLED], duly authorized in his capacity as XXX [CAPACITY / TITLE]],

hereafter referred to as “A*”,

[REPLACE A* WITH AN APPROPRIATE NAME]

AND ON THE SECOND PART,

XXX [IDENTITY OF THE PHYSICAL OR LEGAL PERSON],

hereafter referred to as “B*”.

[REPLACE B* WITH AN APPROPRIATE NAME]

A* and B* may be individually referred to as a “Party” or collectively as the “Parties”.

WHEREAS:

A* is XXX [PRESENTATION OF PARTY A].

B* is XXX [PRESENTATION OF PARTY B].

A* and B* intend XXX [PRESENTATION OF THE INTENT OF THE PARTIES].

Discussions took place and the Parties decided to enter into this agreement, which, including its recitals and its appendices that incorporate into it and are indivisible, is hereafter referred to as the “Agreement” or the « Contract ».

NOW THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1 – PURPOSE OF THE AGREEMENT

This Agreement sets forth the conditions under which XXX [TO BE COMPLETED: SUBJECT MATTER OF THE AGREEMENT].

2 – COMMITMENTS – UNDERTAKINGS OF THE PARTIES

XXX [TO BE COMPLETED: CONTRACTUAL OBLIGATIONS].

3 – XXX [INSERT APPROPRIATE CLAUSES]

XXX [ANY PROVISIONS AND ANY SPECIFICATIONS DEEMED RELEVANT SHOULD BE DETAILED HERE].

4 – DURATION OF THE AGREEMENT

The Agreement shall enter into force as at the date when all the Parties sign it.

It is entered into for XXX [DURATION].

5 – RULES GOVERNING THE AGREEMENT

5.1 – LAW AND JURISDICTION

The Agreement shall be governed by and interpreted in accordance with XXX [TO BE COMPLETED, FOR EXAMPLE: French law].

In case of any litigation arising in relation with the Agreement, XXX [TO BE COMPLETED, FOR EXAMPLE: the courts of Paris (France) shall be exclusively competent].

5.2 – NATURE OF THE CONTRACTUAL RELATIONSHIP

This Agreement is XXX [SPECIFY THE NATURE OF THE AGREEMENT IF RELEVANT].

This Agreement shall not in any way constitute XXX [TO BE COMPLETED IF RELEVANT].

The Parties declare that the Agreement shall not in any case be considered as providing for XXX [TO BE COMPLETED IF RELEVANT].

The Parties expressly state that it is not in their common intent that XXX [TO BE COMPLETED IF RELEVANT].

5.3 – ENTIRETY OF THE AGREEMENT

The Parties expressly state that the Agreement expresses the entirety of their agreement as regards its subject matter, and invalidates and replaces any previous agreements entered into between them in relation with its subject matter [TO BE CONFIRMED OR AMENDED].

5.4 – SEVERABILITY, ADAPTATION AND AMENDMENT

In case any provision whatsoever of the Agreement is deemed void, this provision shall not apply but the other provisions of the Agreement shall remain into force. As far as possible, a void stipulation shall be replaced with a valid stipulation as compliant as possible with the intent of the Parties and with the useful effect of the void stipulation.

In any case, notably where mandatory provisions apply, the purpose and the useful effect of the Agreement shall be taken into account as far as possible.

The Parties will do their best efforts to negotiate in good faith and in due time any potential modifications of the Agreement that may be necessary, particularly pursuant to mandatory legal or regulatory provisions or the binding decision of a Court.

The Agreement may not be amended except by express and written mutual agreement of the Parties, in which case any amendment or waiver of any provision hereof shall be attached to the Agreement and shall incorporate to it.

5.5 – RENUNCIATION

The fact that a Party abstains from requesting application of any provision whatsoever of the Agreement, shall not be considered as a renunciation to request said application and shall not give any right to the other Party.

5.6 – OFFICIAL DOMICILE

For the purpose of this Agreement, the Parties take up residence in their respective domicile or registered office as indicated in the headings hereto. Any modification shall be notified to the other Party by letter with acknowledgement of receipt or otherwise in writing provided that the other Party duly and expressly acknowledges receipt, in order to be valid.

5.7 – EXPENSES, RIGHTS AND FEES

Each Party shall bear the fees, expenses and disbursements of its lawyers, advisers, accountants and other experts, as well as any other expenditure engaged in relation with the negotiation, preparation, signature and entering into force of the contract and the operations and agreements mentioned by it.

5.8 – INTELLECTUAL PROPERTY

The Agreement is drafted based on a template published on the website droit.co. This template is the exclusive property of FB Juris, a law firm registered with the Bar of Paris, France, registered under number 511 717 787. The use, reproduction or publication of the template, whether in whole or in part, on any support, by any means, is subject to the terms and the licence published on the website droit.co.

*****

The Agreement is drafted in English and printed in XXX [NUMBER OF ORIGINAL COPIES – EACH PARTY SHALL BE PROVIDED WITH ONE ORIGINAL COPY] original copies, signed on this page and initialed on each other page, one original copy being provided to each Party.

No word, figure or sign was crossed, invalidated, modified or added, either handwritten or by any means, between the printing and the signing of the original copies.

A*

Name: _______________ [SIGNATORY]

Date: _______________ [SIGNING DATE]

Place: _______________ [PLACE WHERE THE AGREEMENT IS SIGNED]

Signature:

B*

Name: _______________ [SIGNATORY]

Date: _______________ [SIGNING DATE]

Place: _______________ [PLACE WHERE THE AGREEMENT IS SIGNED]

Signature:

Par Franck BEAUDOIN, Avocat

Avocat, président et fondateur de la société d’avocats FB JURIS, directeur de la publication des sites juridiques droit.co et idroit.co.

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