[{"data":1,"prerenderedAt":535},["ShallowReactive",2],{"document-exclusive-importation-and-sales-agreement-D1241":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":534},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"EXCLUSIVE IMPORTATION AND SALES AGREEMENT This Exclusive Importation and Sale Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Importer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company manufactures [SPECIFY], under various names including without limitation [SPECIFY TRADE NAMES]; WHEREAS the Importer has experience and expertise in the importation of products manufactured by others in the [GEOGRAPHIC LOCATION], and in particular, in [COUNTRY]; WHEREAS the Company wishes to engage the services of the Importer to sell Products in [COUNTRY], and Importer wishes to do so; WHEREAS both parties wish to set out in writing the terms and conditions of their arrangement; NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS: 1. The Preamble to this Agreement shall form an integral part hereof as if at length recited herein. 2. This Agreement shall run for an initial term from the effective date set out above to [DATE], inclusively. It shall be automatically renewed for consecutive successive periods of [NUMBER] months each commencing on [DATE] and terminating on [DATE] of each successive calendar year, unless: 2.1 written notice of non-renewal is sent by either party hereto to the other party not less than [NUMBER] days before the end of that calendar year; provided however that all orders placed by the Importer prior to [DATE] of that calendar year shall be filled by the Company within [NUMBER] days following the termination of the Agreement; or 2.2 written notice of termination for cause is sent by the Importer to the Company; in which case the termination shall be effective upon the date specified in the notice, which may but need not be the date on which it is given; cause is defined for the purpose of such notice as the Company's failure to fill [NUMBER] or more orders during a successive [NUMBER] month period within the delays provided below; or 2.3 written notice of termination for cause is sent by the Company to the Importer; in which case the termination shall be effective upon the date specified in the notice, which may but need not be the date on which it is given; cause is defined for the purpose of such notice as the Importer's failure to pay for Products ordered in respect of [NUMBER] or more orders during a successive [NUMBER] month period within the delays provided below. 3. The Company hereby grants the Importer the exclusive rights to import, sell and distribute all products manufactured from time to time by the Company now or in the future, including without limitation the products described in the preamble (collectively, the \"Products\"), in [COUNTRY], and the Importer hereby undertakes to export, sell and distribute the Products in [COUNTRY]. 4. The Company shall direct all orders and enquiries received from customers or prospective customers located or operating in [COUNTRY] to the Importer. The Importer shall have sole and unfettered discretion to determine, implement and adjust from time to time, as deemed necessary by the Importer, the means and methods used to market, distribute and sell the Products in [COUNTRY]. 5. The Company shall make available to the Importer all technical information, including without limitation the ingredients, composition, quality control parameters, and shall update from time to time, the whole as requested by the Importer in order to permit the Importer to the [COUNTRY] authorities such documentation as may be required by them for the issuance to the Importer of any importation or other permits required for the performance of it's obligations hereunder in [COUNTRY]. The Importer shall use its best efforts to obtain any such permits as may be so required, which shall be an obligation of means and not of result. All such permits shall at all times be and remain the sole and exclusive property of the Importer, and may not be transferred, assigned or otherwise alienated without the Importer's prior written consent, which may be withheld. 6. The Importer shall translate from [LANGUAGE] TO [LANGUAGE] all information required in connection with the application for a permit from the [COUNTRY] authorities to import the Products into [COUNTRY], as well as all information necessary for the packaging and labeling of Products to be sold in [COUNTRY], the whole at no additional cost to the Company, but provided however that the Importer shall have and retain the copyright in all such translations into [LANGUAGE]. 7",null,"Exclusive Importation and Sales Agreement","4",51,"doc","https://templates.business-in-a-box.com/imgs/1000px/exclusive-importation-and-sales-agreement-D1241.png","https://templates.business-in-a-box.com/imgs/250px/1241.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1241.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","exclusive importation sales agreement","Exclusive Importation and Sales Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1241.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Distribution & Channel","/templates/distribution-and-channel/",[38,42,46,50,54,58,62,66,70,74,78,82,86,106,122,136,150,164],{"label":39,"url":40,"thumb":41,"extension":10},"Exclusive Sales Agreement","/template/exclusive-sales-agreement-D12810","https://templates.business-in-a-box.com/imgs/250px/12810.png",{"label":43,"url":44,"thumb":45,"extension":10},"Exclusive Sales Territory Agreement","/template/exclusive-sales-territory-agreement-D12828","https://templates.business-in-a-box.com/imgs/250px/12828.png",{"label":47,"url":48,"thumb":49,"extension":10},"Exclusive Sollicitation Sales Commission Agreement","/template/exclusive-sollicitation-sales-commission-agreement-D1242","https://templates.business-in-a-box.com/imgs/250px/1242.png",{"label":51,"url":52,"thumb":53,"extension":10},"Non-Exclusive Sales Representative Agreement","/template/non-exclusive-sales-representative-agreement-D12813","https://templates.business-in-a-box.com/imgs/250px/12813.png",{"label":55,"url":56,"thumb":57,"extension":10},"Sales Agreement","/template/sales-agreement-D13769","https://templates.business-in-a-box.com/imgs/250px/13769.png",{"label":59,"url":60,"thumb":61,"extension":10},"Exclusive Distribution Agreement","/template/exclusive-distribution-agreement-D1240","https://templates.business-in-a-box.com/imgs/250px/1240.png",{"label":63,"url":64,"thumb":65,"extension":10},"Exclusive Buyer Agency Agreement","/template/exclusive-buyer-agency-agreement-D12824","https://templates.business-in-a-box.com/imgs/250px/12824.png",{"label":67,"url":68,"thumb":69,"extension":10},"Exclusive Management Agreement","/template/exclusive-management-agreement-D12826","https://templates.business-in-a-box.com/imgs/250px/12826.png",{"label":71,"url":72,"thumb":73,"extension":10},"Exclusive Commission Agreement","/template/exclusive-commission-agreement-D12825","https://templates.business-in-a-box.com/imgs/250px/12825.png",{"label":75,"url":76,"thumb":77,"extension":10},"Exclusive Lease Agreement","/template/exclusive-lease-agreement-D12808","https://templates.business-in-a-box.com/imgs/250px/12808.png",{"label":79,"url":80,"thumb":81,"extension":10},"Exclusive Partnership Agreement","/template/exclusive-partnership-agreement-D12809","https://templates.business-in-a-box.com/imgs/250px/12809.png",{"label":83,"url":84,"thumb":85,"extension":10},"Exclusive Supply Agreement","/template/exclusive-supply-agreement-D13420","https://templates.business-in-a-box.com/imgs/250px/13420.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":104,"url":105},"SALES REPRESENTATIVE AGREEMENT This Sales Representative Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SALES REPRESENTATIVE NAME] (the \"Sales Representative\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Sales Representative agrees to: Represent and sell the Company's products/services in the geographic area known as [Area name]. Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. ","Sales Representative Agreement","2",36,"https://templates.business-in-a-box.com/imgs/1000px/sales-representative-agreement-D556.png","https://templates.business-in-a-box.com/imgs/250px/556.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#556.xml",{"title":6,"description":6},[96,99,102],{"label":97,"url":98},"Human Resources","human-resources",{"label":100,"url":101},"Hire an Employee","hire-employee",{"label":32,"url":103},"business-legal-agreements","sales representative agreement","/template/sales-representative-agreement-D556",{"description":107,"descriptionCustom":6,"label":108,"pages":109,"size":110,"extension":10,"preview":111,"thumb":112,"svgFrame":113,"seoMetadata":114,"parents":116,"keywords":115,"url":121},"CONTRACT FOR THE SALE OF INTERNATIONAL GOODS This Contract for the Sale of Goods (the \"Sales Contract\") is made on [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PRIOVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PRIOVINCE], with its head office located at: [COMPLETE ADDRESS] SALE OF GOODS Seller agrees to sell, transport and deliver to Buyer, and Buyer agrees to purchase the following items in the following quantities and at the prices (the \"Goods\"): Description of Goods Quantity Price CONSIDERATION Buyer will pay to Seller for the Goods and for all obligations specified in this Agreement, if any, as the full and complete purchase price, the sum of $______. Unless otherwise stated, Seller shall be responsible for all taxes in connection with the purchase of Goods in this Agreement. IDENTIFICATION OF GOODS Identification of the goods to this agreement shall not be deemed to have been made until both buyer and seller have specified that the goods in question are to be appropriated to the performance of this agreement. PAYMENT Seller shall invoice Buyer upon the shipment of the Goods. Unless otherwise stated, payment for the Goods is due within ____ days of the date of Seller's invoice, which date will not be before the date of Seller's delivery of the Goods. RECEIPT CONSTRUED AS DELIVERY Seller shall ship the Goods to Buyer on or before __________ at the following address: ________________________. Seller will pay for any shipping costs. RISK OF LOSS The risk of loss from any casualty to the goods, regardless of the cause, shall be on seller until the goods have been accepted by buyer. RIGHT OF INSPECTION","Sale Agreement for International Goods","3",513,"https://templates.business-in-a-box.com/imgs/1000px/sale-agreement-for-international-goods-D12553.png","https://templates.business-in-a-box.com/imgs/250px/12553.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12553.xml",{"title":115,"description":6},"sale agreement for international goods",[117,118],{"label":32,"url":103},{"label":119,"url":120},"Purchase & Sale Agreements","purchase-sale-agreement","/template/sale-agreement-for-international-goods-D12553",{"description":123,"descriptionCustom":6,"label":124,"pages":125,"size":126,"extension":10,"preview":127,"thumb":128,"svgFrame":129,"seoMetadata":130,"parents":131,"keywords":134,"url":135},"RESELLER AGREEMENT This Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement","18",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[132,133],{"label":32,"url":103},{"label":32,"url":103},"reseller agreement","/template/reseller-agreement-D5202",{"description":137,"descriptionCustom":6,"label":138,"pages":109,"size":110,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":149},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":143,"description":6},"non disclosure agreement nda",[145,146],{"label":32,"url":103},{"label":147,"url":148},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":159,"keywords":162,"url":163},"SUPPLY AGREEMENT This Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Supplier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS [YOUR COMPANY NAME] currently supplies and distributes [SPECIFY] (the \"Product\"); WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, is prepared to sell and deliver to the Purchaser, on an ongoing basis and as its exclusive supplier, and the Purchaser is prepared to buy on this basis from [YOUR COMPANY NAME], all of the Purchaser's Product requirements; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HERETO CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, DULY RECEIVED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto, the following terms, unless the subject matter or context otherwise requires, shall have the following meanings: 1.1.1 \"Agreement\" means or refers to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof; 1.1.2 \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close; 1.1.3 \"Person\" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; and 1.1.4 \"Product\" means or refers to [SPECIFY] sold pursuant to this Agreement. 1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.3 The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. 1.4 All dollar amounts referred to in this Agreement are in lawful money of [COUNTRY]. 1.5 The preamble hereto forms an integral part of this Agreement. 2. SALE AND PURCHASE OF PRODUCTS [YOUR COMPANY NAME] hereby agrees and undertakes to sell to the Purchaser, and the Purchaser agrees and undertakes to purchase from [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, the total requirements of Product needed by the Purchaser for its day-to-day manufacturing and distributing activities during the term of this Agreement. At the date of signing of the present Agreement, the Purchaser estimates its requirements for the current year at $[AMOUNT] of Product. 3. ORDERS AND DELIVERY OF PRODUCTS 3.1 Each order for Products purchased pursuant to this Agreement shall be in writing and shall be sent to the address of the party selling the Products by mail or by fax or in such other manner expressly agreed upon between the interested parties. 3.2 Unless otherwise expressly agreed upon between the parties or as provided in Section 4, the party selling the Products shall be responsible and shall pay for the delivery, to the other party at its address hereinabove mentioned, of such Products sold hereunder. 3.3 Unless otherwise expressly agreed upon between the parties, delivery of the Products purchased hereunder shall be completed within seven Business Days of the receipt, by the party selling the Products, of the written order for such Products. 3.4 In the event that a party fails to deliver any Products requested in an order within the period provided in subsection 3.3 hereinabove, the purchasing party shall be entitled to purchase, from any person, a quantity of Products equal to quantity of Products specified in such order. In such a case, the purchasing party shall be entitled to cancel the order for the Products specified in the order. The purchasing party shall, at the same time an order is made to an other person pursuant to this subsection, send to the other party, a copy of such order indicating the quantity and the price of the Products so purchased. 3.5 The title to the Products sold hereunder shall pass from the selling party to the purchasing party upon complete payment of the purchase price of the Products mentioned in Section 4 hereinafter. The risks of lost or damage to such Products sold hereunder shall pass from the selling party to the purchasing party at the date of the delivery of the Products. 3.6 Each party shall insure the Products purchased by it hereunder for the period starting on the date of receipt of the Products and terminating when complete payment for such Products is made and, upon request, shall provide the other party with the documents evidencing that the Products are so insured. 4. PRICE OF PRODUCTS 4.1 For the initial term of this Agreement stipulated in sub-section 6.1 hereinafter, the price of the Product sold by [YOUR COMPANY NAME] to the Purchaser hereunder shall be [SPECIFY PRICING SCHEME]. 4.2 The prices of the Products sold pursuant to this Agreement during any subsequent term provided for in sub-section 6.1 hereinafter shall be mutually agreed upon by the parties hereunder. 4.3 The prices of the Products determined pursuant to this section 4 shall be delivered prices and shall be increased by the amount of any taxes or other governmental charges payable with respect to the sale of the Products (other than income tax, business or real property taxes) now in effect or becoming effective after the date thereof. 5. TERMS OF PAYMENT 5.1 Each party shall pay to the other party at its address hereinabove mentioned, within [NUMBER] calendar days from the date of receipt of the Products purchased, the price for such Products as determined pursuant to section 4 hereinabove. 5.2 The price of the Products purchased hereunder will be discounted by [PERCENTAGE %] if complete payment for the Products is made within [NUMBER] calendar days of receipt by the purchasing party. 5.3 The Purchaser agrees to pay a monthly interest charge on overdue amounts for Products purchased hereunder calculated on the basis of an annual rate of interest equal to the prime rate in effect on the due date of payment, plus [PERCENTAGE % IN LETTERS] percent (PERCENTAGE %]). 6. TERM OF AGREEMENT 6.1 Subject to the provisions of sub-sections 6.2 to 6.4 hereinafter, this Agreement shall be in force for an initial term of one year commencing on the date of signature. This Agreement shall be automatically renewed for additional [NUMBER IN LETTERS] ([NUMBER]) year terms unless either party terminates it upon written notice given to the other party at least [NUMBER] calendar days prior to the end of the initial term or of any subsequent terms. 6.2 Notwithstanding the provisions of sub-section 6.1, this Agreement shall be automatically terminated in the event that the parties hereto fail to agree in writing, at the latest on the thirtieth day preceding the beginning of any subsequent term, on the price for the Products to be sold hereunder during such subsequent term as provided for in sub-section 4.3 hereinabove. 6.3 Notwithstanding the provisions of sub-section 6.1 and in addition to Section 6","Supply Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/supply-agreement-D918.png","https://templates.business-in-a-box.com/imgs/250px/918.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#918.xml",{"title":6,"description":6},[160,161],{"label":32,"url":103},{"label":32,"url":103},"supply agreement","/template/supply-agreement-D918",{"description":165,"descriptionCustom":6,"label":166,"pages":167,"size":168,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":173,"keywords":179,"url":180},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[174,176],{"label":17,"url":175},"sales-marketing",{"label":177,"url":178},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",false,{"seo":183,"reviewer":195,"quick_facts":199,"at_a_glance":202,"personas":206,"variants":231,"glossary":257,"clauses":291,"how_to_fill":342,"common_mistakes":383,"faqs":408,"industries":439,"comparisons":464,"diy_vs_lawyer":477,"jurisdictions":490,"related_template_ids_curated":511,"schema":521,"classification":522},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187},"Exclusive Importation and Sales Agreement Template | Free Word Download","Free exclusive importation and sales agreement template. Covers territory, exclusivity, minimum purchase obligations, IP licensing, and termination.","exclusive importation and sales agreement",[188,189,190,191,192,193,194],"exclusive importation agreement template","exclusive distribution agreement","exclusive importer agreement","exclusive importation contract","international sales agreement template","exclusive reseller agreement template","exclusive importation and sales agreement word",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":200,"legal_review_recommended":201,"signature_required":201},"advanced",true,{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"An Exclusive Importation and Sales Agreement is a legally binding contract between a foreign supplier and a local importer that grants the importer the sole right to bring the supplier's goods into a defined territory and sell them there. This free Word download covers exclusivity scope, territory, minimum purchase obligations, pricing, IP licensing, and termination in a single ready-to-edit document.\n","Use it when a manufacturer or exporter wants a single trusted partner to handle all importation and distribution within a specific country or region, or when an importer needs written confirmation of exclusivity before investing in warehousing, marketing, and regulatory compliance for a foreign product.\n","Exclusivity grant and territory definition, product scope, minimum purchase commitments, pricing and payment terms, intellectual property and trademark licensing, customs and regulatory compliance obligations, term and termination provisions, and governing law.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Foreign manufacturers and exporters","Granting a single local partner exclusive rights to import and sell their product line","persona-manufacturer",{"title":212,"use_case":213,"icon_asset_id":214},"Import and distribution companies","Securing written exclusivity before investing in local warehousing and marketing infrastructure","persona-distributor",{"title":216,"use_case":217,"icon_asset_id":218},"Startup founders entering new markets","Formalizing a cross-border product launch through an exclusive local importer","persona-startup-founder",{"title":220,"use_case":221,"icon_asset_id":222},"Retail and wholesale buyers","Locking in exclusive supply rights for a foreign brand before a private-label or retail rollout","persona-retailer",{"title":224,"use_case":225,"icon_asset_id":226},"International trade lawyers and advisors","Drafting or reviewing exclusivity arrangements for clients expanding into new import markets","persona-legal-advisor",{"title":228,"use_case":229,"icon_asset_id":230},"Consumer goods brand managers","Appointing a regional importer to manage customs, logistics, and sales in a target country","persona-brand-manager",[232,235,239,243,246,250,254],{"situation":233,"recommended_template":59,"slug":234},"Granting exclusivity for distribution within a country but not importation logistics","exclusive-distribution-agreement-D1240",{"situation":236,"recommended_template":237,"slug":238},"Appointing a sales agent who earns commission but does not take title to goods","Sales Agent Agreement","sales-agency-agreement-D1254",{"situation":240,"recommended_template":241,"slug":242},"Non-exclusive importation with multiple local distributors allowed","Non-Exclusive Distribution Agreement","non-exclusive-distribution-agreement-D12744",{"situation":244,"recommended_template":124,"slug":245},"Reselling a foreign software product or SaaS platform locally","reseller-agreement-D5202",{"situation":247,"recommended_template":248,"slug":249},"Supplying goods across borders without exclusivity restrictions","International Sale of Goods Agreement","sale-agreement-for-international-goods-D12553",{"situation":251,"recommended_template":252,"slug":253},"Manufacturing a product locally under license from a foreign brand owner","Manufacturing License Agreement","manufacturing-license-agreement-D13844",{"situation":255,"recommended_template":83,"slug":256},"Granting rights to a specific product category within a defined retail channel only","exclusive-supply-agreement-D13420",[258,261,264,267,270,273,276,279,282,285,288],{"term":259,"definition":260},"Exclusivity Grant","A contractual right giving the importer the sole authority to import and sell specified products within a defined territory, preventing the supplier from appointing any other importer in that territory.",{"term":262,"definition":263},"Territory","The geographic area — typically a country, group of countries, or defined region — within which the importer's exclusive rights apply.",{"term":265,"definition":266},"Minimum Purchase Obligation (MPO)","A contractually required minimum quantity or value of goods the importer must order in each contract period to retain their exclusive rights.",{"term":268,"definition":269},"Parallel Imports","Goods manufactured by the same supplier that enter the exclusive territory through a third party outside the official distribution channel, often undercutting the exclusive importer's pricing.",{"term":271,"definition":272},"Incoterms","Standardized International Chamber of Commerce trade terms (e.g., FOB, CIF, DDP) that define which party bears cost and risk at each stage of international shipment.",{"term":274,"definition":275},"Customs Duty","A tax levied by the importing country's government on goods crossing its border, typically calculated as a percentage of the declared customs value.",{"term":277,"definition":278},"Trademark License","A permission granted by the supplier to the importer to use the supplier's brand name, logo, and trademarks solely for the purpose of marketing and selling the licensed products in the territory.",{"term":280,"definition":281},"Right of First Refusal","A clause entitling the importer to match any third-party offer before the supplier can appoint a replacement or terminate exclusivity.",{"term":283,"definition":284},"Sell-Off Period","A defined window after contract termination during which the importer is permitted to sell remaining inventory purchased under the agreement.",{"term":286,"definition":287},"Force Majeure","A clause excusing a party from performance obligations when extraordinary events beyond their control — such as natural disasters, war, or government embargo — prevent fulfillment.",{"term":289,"definition":290},"Anti-Dumping Regulation","Government measures that impose additional import duties when foreign goods are priced below their normal market value in a way that harms domestic industry.",[292,297,302,307,312,317,322,327,332,337],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Exclusivity grant and territory","Defines the exclusive right granted to the importer, the precise geographic scope of that right, and any carve-outs — such as direct sales to government buyers or online channels.","[SUPPLIER NAME] hereby grants [IMPORTER NAME] the exclusive right to import and sell the Products listed in Schedule A within [TERRITORY] during the Term. This exclusivity excludes direct sales by [SUPPLIER NAME] to [CARVE-OUT CUSTOMERS / CHANNELS], if any.","Defining the territory too broadly — e.g., 'Asia Pacific' — without listing the specific countries included. Ambiguous territory definitions produce disputes when the supplier later appoints a second importer in an adjacent market.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Product scope and specification","Lists the exact products covered by the agreement by SKU, model number, or description, and states whether new products launched during the term are automatically included.","The Products covered by this Agreement are set out in Schedule A. New products introduced by [SUPPLIER NAME] during the Term shall be offered to [IMPORTER NAME] for inclusion under this Agreement within [30] days of launch, subject to written amendment.","Omitting a process for adding new products. Without it, the supplier can launch line extensions in the territory through a third party and the importer has no contractual recourse.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Minimum purchase obligations","States the minimum order quantity or dollar value the importer must purchase per contract year to maintain exclusivity, and what happens if they fall short.","[IMPORTER NAME] shall purchase a minimum of [QUANTITY / VALUE] of Products per [CONTRACT YEAR]. Failure to meet the MPO entitles [SUPPLIER NAME] to convert the arrangement to non-exclusive upon [30] days' written notice, or to terminate this Agreement.","Setting an MPO without a cure period. Automatically converting to non-exclusive the moment an MPO is missed — with no notice or opportunity to cure — is commercially aggressive and often unenforceable in buyer-friendly jurisdictions.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Pricing, payment terms, and currency","Sets the purchase price (or the mechanism for calculating it), payment deadline, currency, and the process for price adjustments.","Products shall be invoiced at the prices set out in Schedule B, denominated in [CURRENCY]. [SUPPLIER NAME] may adjust prices no more than once per calendar year with [90] days' written notice. Payment is due [NET 30] from invoice date.","Agreeing on a fixed price with no adjustment mechanism. Raw material cost inflation or exchange-rate swings over a multi-year term can make the fixed price commercially unworkable for the supplier, triggering informal pressure to renegotiate or simply supply inferior substitutes.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Intellectual property and trademark license","Grants the importer a limited, non-transferable license to use the supplier's trademarks, logos, and marketing materials in the territory solely for selling the products, with restrictions on sublicensing and modification.","[SUPPLIER NAME] grants [IMPORTER NAME] a non-exclusive, non-transferable license to use [SUPPLIER NAME]'s trademarks and marketing materials in [TERRITORY] solely to promote and sell the Products. [IMPORTER NAME] shall not modify, sublicense, or register the trademarks without [SUPPLIER NAME]'s prior written consent.","Omitting a restriction on the importer registering the supplier's trademark locally. In several jurisdictions — including China, UAE, and parts of Latin America — a local party can register a foreign brand's trademark and hold the brand owner hostage.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Customs, regulatory compliance, and import permits","Allocates responsibility between the parties for obtaining import licenses, product certifications, and customs clearance, and states which party bears customs duties and compliance costs.","[IMPORTER NAME] is solely responsible for obtaining all import permits, product registrations, and regulatory approvals required in [TERRITORY]. Customs duties, import taxes, and compliance costs shall be borne by [IMPORTER NAME]. [SUPPLIER NAME] shall provide all required documentation, including certificates of origin and product safety data, within [10] business days of request.","Leaving compliance responsibility ambiguous. When a product is detained at customs or fails a local safety certification, an unclear allocation of responsibility results in both parties pointing at the other while inventory sits in a bonded warehouse accruing storage fees.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Marketing and promotional obligations","Sets the importer's minimum marketing spend or activity obligations, defines approval rights for advertising using the supplier's trademarks, and allocates co-op marketing funds if any.","[IMPORTER NAME] shall spend no less than [X]% of annual net sales on marketing and promotion of the Products in [TERRITORY]. All advertising materials referencing [SUPPLIER NAME]'s trademarks are subject to prior written approval by [SUPPLIER NAME], not to be unreasonably withheld.","No marketing obligation at all. An importer who locks in exclusivity but then makes minimal promotional effort starves the brand of growth — and the supplier has no contractual lever to demand better performance.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Term, renewal, and termination","States the initial contract period, renewal conditions (automatic or by notice), and termination rights — both for cause (breach, insolvency) and, if included, for convenience with notice.","This Agreement commences on [START DATE] and continues for an initial term of [X] years. It shall automatically renew for successive [1]-year periods unless either party provides [90] days' written notice of non-renewal. Either party may terminate for cause upon [30] days' written notice if a material breach is not cured within that period.","No automatic renewal clause and no minimum term aligned to the importer's investment horizon. An importer who spends six figures on warehouse setup and regulatory registration on a one-year rolling agreement can find their exclusivity terminated before they recoup the investment.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Sell-off period and inventory on termination","Gives the importer a defined window after termination to sell existing inventory, and states whether the supplier is obligated to repurchase unsold stock.","Upon termination or expiry of this Agreement, [IMPORTER NAME] shall have [90] days to sell remaining inventory of Products in the ordinary course of business. At [IMPORTER NAME]'s election, [SUPPLIER NAME] shall repurchase unsold inventory at [X]% of the original invoice price within [30] days of written notice.","No sell-off period at all. A terminated importer with six months of inventory on hand and no right to sell or return it faces a direct financial loss — making this one of the most litigated provisions in distribution termination disputes.",{"name":338,"plain_english":339,"sample_language":340,"common_mistake":341},"Governing law and dispute resolution","Specifies which country's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — including the seat and language of any arbitral proceedings.","This Agreement is governed by the laws of [GOVERNING JURISDICTION]. Any dispute shall be finally resolved by binding arbitration under the [ICC / UNCITRAL] Rules, with the seat of arbitration in [CITY], conducted in [LANGUAGE]. Each party irrevocably submits to such jurisdiction.","Choosing the supplier's home jurisdiction as governing law without considering enforceability in the importer's country. An arbitral award or judgment obtained under foreign law may be difficult or impossible to enforce locally if the jurisdiction has not ratified the New York Convention on arbitral awards.",[343,348,353,358,363,368,373,378],{"step":344,"title":345,"description":346,"tip":347},1,"Identify both parties with their full legal entity names","Enter the supplier's and importer's full registered legal names, jurisdiction of incorporation, and principal business addresses. Avoid using trade names — use the exact name on the corporate registration.","Request a certificate of incorporation or company extract from your counterpart before signing — confirming legal name and good standing takes 10 minutes and prevents enforceability arguments later.",{"step":349,"title":350,"description":351,"tip":352},2,"Define the territory precisely","List every country or sub-national region included in the exclusive territory. If the territory is a customs union or trade bloc, name the member states explicitly rather than relying on the bloc name.","If online sales are relevant, specify whether the territory restriction applies to e-commerce — and whether the importer has exclusive rights to ship from their territory to customers located outside it.",{"step":354,"title":355,"description":356,"tip":357},3,"Complete Schedule A with the full product list","List every product covered by exclusivity with its SKU or model number, description, and any applicable regulatory classification code. Attach the current product catalog as a separate exhibit.","Include a clause stating that new product introductions within the same category are offered to the exclusive importer first — otherwise the supplier can launch variants through a competing channel.",{"step":359,"title":360,"description":361,"tip":362},4,"Set the minimum purchase obligation and cure period","Negotiate and enter the annual MPO in quantity or value terms. Include a 30-day cure period before any conversion to non-exclusive or termination takes effect.","Tie the first year's MPO to a realistic ramp-up projection — an aggressive Year 1 MPO that cannot be met due to regulatory lead times will trigger a dispute before the relationship has had a chance to develop.",{"step":364,"title":365,"description":366,"tip":367},5,"Agree on pricing, currency, and adjustment mechanics","Enter the initial product prices in Schedule B, state the invoicing currency, and define the notice period and cap for annual price adjustments.","For multi-year agreements, include an FX adjustment clause or peg the price to a publicly available index to prevent currency depreciation from eroding either party's margin.",{"step":369,"title":370,"description":371,"tip":372},6,"Complete the IP and trademark license section","List the specific trademarks, logos, and brand assets the importer is licensed to use. Include an express prohibition on the importer registering any of the supplier's marks locally.","In trademark-sensitive markets (China, UAE, Turkey), the supplier should independently register their mark in the importer's country before or alongside execution of the agreement.",{"step":374,"title":375,"description":376,"tip":377},7,"Allocate customs and regulatory compliance responsibilities","Specify which party obtains import licenses, product certifications, and safety approvals, and which party bears the associated costs and timelines.","Attach a compliance checklist as Schedule C listing every known regulatory requirement in the territory — this protects the supplier from claims that they failed to provide adequate product documentation.",{"step":379,"title":380,"description":381,"tip":382},8,"Set the term, renewal, and termination provisions","Enter the initial term length, automatic renewal conditions, notice periods for non-renewal, and the cure period for material breaches. Confirm the sell-off period and stock repurchase obligation.","Align the initial term to the importer's payback horizon. If the importer is investing six to twelve months in regulatory registration, an initial term of at least three years is a reasonable minimum.",[384,388,392,396,400,404],{"mistake":385,"why_it_matters":386,"fix":387},"Defining the exclusive territory ambiguously","Vague territory definitions — 'Southeast Asia' or 'the Middle East' — allow the supplier to appoint a second importer in an adjacent country that the first importer considers part of their market, triggering costly disputes.","List every country or territory by name in Schedule A. If online sales cross borders, address e-commerce channel rights and geographic restrictions explicitly.",{"mistake":389,"why_it_matters":390,"fix":391},"No minimum purchase obligation or an MPO with no cure period","Without an MPO, the supplier has no contractual basis to reclaim exclusivity from an underperforming importer. An MPO with no cure period allows automatic termination at the first shortfall, which courts in many jurisdictions treat as unreasonable.","Set a commercially realistic MPO with a tiered ramp-up over the first two years and a 30-day written cure period before any exclusivity conversion or termination takes effect.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting a trademark non-registration restriction","In several jurisdictions — including China, Indonesia, and the UAE — a local importer can register the supplier's trademark in their own name and then demand payment to transfer it back upon termination.","Include an express prohibition on the importer registering any of the supplier's marks, trade names, or domain names, and require immediate assignment of any inadvertently registered rights back to the supplier at no cost.",{"mistake":397,"why_it_matters":398,"fix":399},"No sell-off period or stock repurchase obligation on termination","A terminated importer holding months of purchased inventory with no right to sell or return it faces direct financial loss — one of the most common causes of post-termination litigation in distribution relationships.","Include a minimum 90-day sell-off window after termination and a supplier obligation to repurchase unsold, undamaged inventory at a stated percentage of invoice price.",{"mistake":401,"why_it_matters":402,"fix":403},"Choosing an unenforceable governing law or arbitration seat","Selecting the supplier's home country law without confirming that judgments or awards are enforceable in the importer's country can render the entire dispute resolution clause useless.","Choose a neutral arbitration seat in a country that has ratified the New York Convention (e.g., Singapore, Switzerland, or the UK) and confirm that arbitral awards from that seat are enforceable in both parties' jurisdictions.",{"mistake":405,"why_it_matters":406,"fix":407},"No price adjustment mechanism for a multi-year term","A fixed price over three to five years exposes the supplier to input-cost inflation and exchange-rate movements, creating pressure to informally reduce quality or supply inferior substitutes rather than breach the contract.","Include a price review clause allowing annual adjustments with 90 days' notice and either a cap tied to CPI or an FX adjustment formula based on a published exchange-rate index.",[409,412,415,418,421,424,427,430,433,436],{"question":410,"answer":411},"What is an exclusive importation and sales agreement?","An exclusive importation and sales agreement is a legally binding contract between a foreign supplier and a local importer that grants the importer the sole right to bring the supplier's products into a defined territory and sell them there. The exclusivity means the supplier cannot appoint any other importer or distributor in that territory during the contract term. In exchange, the importer typically commits to minimum purchase obligations and marketing activities.\n",{"question":413,"answer":414},"What is the difference between an exclusive importation agreement and an exclusive distribution agreement?","An exclusive importation and sales agreement covers both the act of importing — customs clearance, regulatory compliance, and logistics — and the subsequent sale of goods within the territory. An exclusive distribution agreement typically begins after goods have already cleared customs and focuses on the wholesale or retail distribution chain. If your importer is also responsible for customs and regulatory registration, use the importation agreement; if a separate logistics provider handles import and your partner only handles local sales, a distribution agreement may be more appropriate.\n",{"question":416,"answer":417},"Is a minimum purchase obligation enforceable?","Yes, minimum purchase obligations are generally enforceable in most jurisdictions when they are clearly stated in the contract, commercially reasonable, and accompanied by a cure period before any penalty or exclusivity conversion takes effect. Courts in the EU and Canada have struck down MPOs that were set so aggressively that they were impossible to meet, treating them as penalty clauses. A tiered ramp-up structure in the first two years reduces enforceability risk considerably.\n",{"question":419,"answer":420},"Who is responsible for customs duties — the supplier or the importer?","Under most Incoterms structures used for exclusive importation agreements, the importer bears customs duties, import taxes, and local regulatory compliance costs once goods arrive at the agreed delivery point. This should be stated explicitly in the agreement. The supplier's obligation is typically to provide all necessary documentation — certificates of origin, product safety data sheets, and export licenses — within a defined timeframe after each shipment.\n",{"question":422,"answer":423},"Can the importer sublicense exclusivity to a sub-distributor?","Only if the agreement explicitly permits it. Most exclusive importation agreements prohibit sublicensing of exclusivity without the supplier's prior written consent. If the importer needs to appoint regional sub-distributors, this right should be negotiated and documented in the agreement — including whether sub-distributors are bound by the same obligations and whether the importer remains primarily liable for their compliance.\n",{"question":425,"answer":426},"What happens to unsold inventory when the agreement is terminated?","The agreement should include a sell-off period — typically 60 to 90 days after termination — during which the importer can sell remaining inventory through normal channels. Many agreements also include a supplier obligation to repurchase undamaged, unsold inventory at a percentage of the original invoice price. Without these provisions, the importer can be left holding significant stock with no contractual recourse, which is one of the most common sources of post-termination disputes.\n",{"question":428,"answer":429},"What governing law and arbitration seat should I choose?","For cross-border agreements, a neutral governing law and arbitration seat is generally preferable to either party's home jurisdiction. Singapore, Switzerland, and England are widely used because their courts and arbitral institutions are experienced in international commercial disputes and awards are enforceable in most countries under the New York Convention. Confirm that arbitral awards from your chosen seat are enforceable in both the supplier's and importer's countries before finalizing the clause.\n",{"question":431,"answer":432},"Do I need a lawyer to draft or review this agreement?","For straightforward single-country importation arrangements with an established counterpart, a well-structured template reviewed by a trade lawyer is typically sufficient. Legal review is strongly recommended when the territory spans multiple countries with different regulatory regimes, the investment in regulatory registration or infrastructure exceeds $50,000, the agreement involves significant IP or trademark licensing, or when either party is in a jurisdiction with restrictions on foreign distribution arrangements — such as China, Saudi Arabia, or several EU member states with commercial agency protection laws.\n",{"question":434,"answer":435},"Can the supplier sell directly into the exclusive territory?","Not unless the agreement explicitly reserves that right. Common carve-outs include direct sales to government or military buyers, sales through the supplier's own global e-commerce platform subject to a price floor, and existing accounts grandfathered before the agreement was signed. Any reserved channels must be clearly listed in the agreement — a general 'supplier may sell direct' carve-out with no limitations defeats the commercial value of the exclusivity grant entirely.\n",{"question":437,"answer":438},"What protections does the importer have against parallel imports?","The agreement should include an obligation on the supplier not to supply the products to any party the supplier knows or ought to know will divert them into the exclusive territory. The supplier should also commit to cooperating with the importer in taking action against parallel importers, including providing evidence of authorized sales channels. Note that in the EU, parallel imports within the EEA cannot be blocked once the supplier has placed goods on the market there — this is a legal limitation, not a contractual one.\n",[440,444,448,452,456,460],{"industry":441,"icon_asset_id":442,"specifics":443},"Consumer Goods and FMCG","industry-retail","Importers typically commit to annual volume targets by SKU, manage local retail listings, and bear product registration costs with national food safety or standards authorities.",{"industry":445,"icon_asset_id":446,"specifics":447},"Medical Devices and Healthcare","industry-healthtech","Regulatory approval timelines (FDA, CE mark, local health ministry) can run 12 to 36 months, making minimum purchase obligations in Year 1 commercially unrealistic without a ramp-up schedule.",{"industry":449,"icon_asset_id":450,"specifics":451},"Manufacturing and Industrial Equipment","industry-manufacturing","Agreements typically include after-sales service and spare parts obligations, authorized repair center requirements, and warranty pass-through provisions from manufacturer to end customer.",{"industry":453,"icon_asset_id":454,"specifics":455},"Food and Beverage","industry-food-beverage","Importers must navigate country-of-origin labeling, ingredient disclosure rules, and halal or kosher certification requirements, all of which should be allocated explicitly between the parties.",{"industry":457,"icon_asset_id":458,"specifics":459},"Technology and Electronics","industry-saas","Product life cycles are short, making new-product inclusion clauses critical; agreements also address firmware update obligations, warranty repair logistics, and compliance with local electromagnetic compatibility standards.",{"industry":461,"icon_asset_id":462,"specifics":463},"Luxury and Fashion","industry-marketing","Brand protection provisions are paramount — importers typically commit to authorized retail channel lists, minimum retail price floors, and anti-grey-market cooperation obligations.",[465,468,471,474],{"vs":59,"vs_template_id":466,"summary":467},"exclusive-distribution-agreement-D1237","An exclusive distribution agreement governs the local sale and distribution of goods that have already cleared customs — it does not cover importation logistics or regulatory compliance. An exclusive importation and sales agreement begins at the border, assigning responsibility for customs clearance, import permits, and product registration to the importer. Use the importation agreement when your partner is the legal importer of record; use a distribution agreement when a separate party handles the import and your partner only manages downstream sales.",{"vs":88,"vs_template_id":469,"summary":470},"sales-representative-agreement-D168","A sales representative agreement appoints an agent who solicits orders on behalf of the supplier but never takes title to the goods and earns a commission on sales. An exclusive importation and sales agreement transfers title and risk to the importer, who then resells at their own margin. The distinction matters for tax, customs, and liability — an importer assumes inventory risk; an agent does not.",{"vs":248,"vs_template_id":472,"summary":473},"international-sales-agreement-D197","An international sale of goods agreement governs a single or recurring cross-border transaction without conferring any territorial exclusivity. An exclusive importation and sales agreement is a relationship document that grants ongoing exclusivity, sets performance obligations, and governs the entire distribution relationship over a multi-year term. If you need exclusivity and a long-term framework, use the importation agreement; if you are executing a one-time or non-exclusive purchase, use the sale of goods agreement.",{"vs":124,"vs_template_id":475,"summary":476},"reseller-agreement-D13228","A reseller agreement is typically used for digital products, software, or services sold under the original supplier's brand within a defined channel — usually without exclusivity and without customs or physical logistics obligations. An exclusive importation and sales agreement is designed for physical goods crossing international borders with full exclusivity, regulatory compliance obligations, and minimum purchase commitments. Choose the reseller agreement for software or services; choose the importation agreement for physical goods requiring customs management.",{"use_template":478,"template_plus_review":482,"custom_drafted":486},{"best_for":479,"cost":480,"time":481},"Established trading partners entering a straightforward single-country exclusivity arrangement for standard consumer goods","Free","1–2 hours to complete",{"best_for":483,"cost":484,"time":485},"Multi-country territories, regulated product categories (food, medical, electronics), or agreements where the importer is investing more than $50,000 in regulatory registration or infrastructure","$600–$1,500 for a trade lawyer review","3–7 days",{"best_for":487,"cost":488,"time":489},"High-value product lines, jurisdictions with commercial agency protection laws, or arrangements involving significant IP licensing and trademark risk","$3,000–$8,000+","2–4 weeks",[491,496,501,506],{"code":492,"name":493,"flag_asset_id":494,"note":495},"us","United States","flag-us","US antitrust law (Sherman Act, Clayton Act) scrutinizes exclusive territorial restrictions and minimum resale price maintenance. Vertical exclusivity arrangements are evaluated under the 'rule of reason' standard — generally permissible unless they substantially foreclose competition. State franchise and dealership laws in states like California, New Jersey, and Wisconsin can restrict the supplier's right to terminate a distribution relationship, even with contractual termination provisions.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"ca","Canada","flag-ca","Canada's Competition Act prohibits exclusive dealing arrangements that substantially lessen competition, though most standard bilateral exclusivity agreements between parties without dominant market positions are permissible. Provincial consumer protection legislation may affect minimum resale price terms. Quebec importers operating under French-language requirements must ensure that all product labeling and marketing materials comply with the Charter of the French Language.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"uk","United Kingdom","flag-uk","Post-Brexit, the UK operates its own vertical agreements block exemption (VABEO), which permits exclusive territorial restrictions in most commercial distribution arrangements subject to a 30% market share threshold. Parallel imports between the UK and EU can no longer be freely blocked after Brexit, but restrictions on imports from outside the UK are generally enforceable. UK commercial agents are protected by the Commercial Agents Regulations 1993, which provide mandatory compensation rights on termination — confirm the importer is not legally classified as an agent.",{"code":507,"name":508,"flag_asset_id":509,"note":510},"eu","European Union","flag-eu","The EU Vertical Block Exemption Regulation (VBER 2022) permits exclusive territorial restrictions where the supplier's market share does not exceed 30%. Under the principle of exhaustion of rights, parallel imports of genuine goods within the EEA cannot be blocked once the supplier has placed them on the market there. Several EU member states — including Germany, France, and Belgium — have mandatory commercial agent protection laws that apply when the importer functions more like an agent than an independent buyer, entitling them to goodwill compensation on termination regardless of the contract.",[234,512,249,245,513,514,515,516,517,518,519,520],"sales-representative-agreement-D556","non-disclosure-agreement-nda-D12692","supply-agreement-D918","purchase-order-D1411","letter-of-intent_acquisition-of-business-D5197","trademark-license-agreement-D5230","sales-invoice-D383","termination-agreement-D13787","joint-venture-agreement-D889",{"emit_how_to":201,"emit_defined_term":201},{"primary_folder":103,"secondary_folder":523,"document_type":524,"industry":525,"business_stage":526,"tags":527,"confidence":533},"distribution-and-channel","agreement","distribution","all-stages",[528,529,530,531,532],"exclusive-distribution","importation","sales-agreement","distribution-rights","territory",0.92,"\u003Ch2>What is an Exclusive Importation and Sales Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Exclusive Importation and Sales Agreement\u003C/strong> is a legally binding contract between a foreign supplier and a local importer that grants the importer the sole right to bring specified products into a defined territory and sell them there. Unlike a standard purchase order or a non-exclusive supply arrangement, this agreement creates a long-term commercial framework: the supplier commits not to appoint any competing importer in the territory, and the importer commits to purchasing minimum volumes, managing customs clearance, obtaining local regulatory approvals, and actively marketing the supplier's brand. The agreement typically covers the entire import-to-sale chain — from the moment goods leave the supplier's facility, through customs, and into the hands of local buyers.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written exclusivity agreement, both parties operate on assumptions that diverge the moment a commercial tension arises. An importer who invests in warehouse infrastructure, regulatory registration, and a local sales team has no contractual protection if the supplier later appoints a second importer, launches a competing channel, or simply declines to renew. A supplier who grants verbal exclusivity has no mechanism to reclaim it if the importer underperforms — and no documented basis for termination. The financial exposure is concrete: regulatory registration for medical devices or food products can take 12 to 36 months and cost tens of thousands of dollars, all of which is at risk without a written term and sell-off protection. A properly drafted exclusive importation and sales agreement closes these gaps, defines each party's obligations with measurable benchmarks, and provides an enforceable framework for resolving the disputes that almost always arise in cross-border distribution relationships.\u003C/p>\n",1779808894892]