DISTRIBUTION AGREEMENT (CALIFORNIA)

TABLE OF CONTENTS

1. Appointment and Territory
2. Products and Price List
3. Orders, Delivery, and Incoterms
4. Minimum Purchases and Performance Metrics
5. Inventory Management and Returns
6. Marketing and Channel Conduct
7. Compliance (Export/Sanctions, Anti-Corruption, AUP)
8. Branding and IP
9. Warranties and Pass-Through
10. Indemnities
11. Limitation of Liability
12. Term and Termination
13. Effects of Termination
14. Confidentiality
15. Insurance
16. Dispute Resolution and Governing Law
17. Miscellaneous
18. Schedules

1. APPOINTMENT AND TERRITORY

• Supplier appoints Distributor as [non-exclusive/exclusive] within [TERRITORY] and channels [RETAIL/ETAIL/SYSTEMS INTEGRATORS]. No authority outside Territory without consent.

2. PRODUCTS AND PRICE LIST

• Covered Products in Schedule 1; Supplier may update with [X] days' notice.
• Distributor discounts or margins in Schedule 2.

3. ORDERS, DELIVERY, AND INCOTERMS

• Orders placed via [PORTAL/PO]; acceptance by Supplier; lead times [X] days.
• Incoterms [FCA/DDP/etc.]; title and risk transfer accordingly.
• Packaging or labeling requirements; drop-ship rules if allowed.

4. MINIMUM PURCHASES AND PERFORMANCE METRICS

• Quarterly or annual purchase minimums; failure may trigger downgrade or termination after cure.
• KPIs: on-time payment, forecast accuracy, returns percentage, channel coverage.

5. INVENTORY MANAGEMENT AND RETURNS

• Stock rotation rights [X%] per quarter; RMA process; restocking fees; DOA handling.
• Inventory reporting cadence; obsolete or slow-moving inventory mitigation.

6. MARKETING AND CHANNEL CONDUCT

• Use of trademarks per guidelines; no bundling or rebranding without approval.
• No below-MAP pricing (if lawful); no deceptive marketing.
• Co-op or MDF terms in Schedule 3 if any.

7. COMPLIANCE (EXPORT/SANCTIONS, ANTI-CORRUPTION, AUP)

• No sales to sanctioned parties or end uses; adhere to export classifications.
• Anti-corruption covenant; accurate records; no facilitation payments.
• AUP-equivalent for downstream customers if applicable.

8. BRANDING AND IP

• Supplier retains IP; Distributor granted limited license to market and resell Products in Territory.
• No reverse engineering or removal of marks or serials.

9. WARRANTIES AND PASS-THROUGH

• Supplier's product warranties in Schedule 4; Distributor passes through without additions.
• Distributor disclaims additional warranties; handles first-line customer contact if required.

10. INDEMNITIES

• Supplier indemnifies end customers for IP infringement per Schedule 4; Distributor indemnifies for unauthorized claims, misuse of marks, or sales outside Territory or restrictions.

11. LIMITATION OF LIABILITY

• Cap: fees paid or payable in prior [12] months; carve-outs as negotiated (IP indemnity, confidentiality, willful misconduct).

12. TERM AND TERMINATION

• Term [X] years; renewals optional.
• Termination for breach uncured within [30] days; insolvency; compliance or export violations; failure to meet minimums (after cure).
• Convenience termination [optional] with [X] days' notice.

13. EFFECTS OF TERMINATION

• Cease holding out as Distributor; sell-off period [X] days for existing inventory (if allowed).
• Return or destroy Confidential Information; settle accounts.

14. CONFIDENTIALITY

• Mutual obligations; duration [X] years post-termination.

15. INSURANCE

• Distributor maintains GL and products liability [limits]; evidence on request.

16. DISPUTE RESOLUTION AND GOVERNING LAW

• Escalation to executive negotiation for [30] days.
• If arbitration is elected, arbitration will be administered by [ARBITRATION PROVIDER] under its rules, with a single arbitrator seated in [CITY], California.
• Governing law: California law, without regard to conflict-of-law rules.
• Exclusive forum (if litigation): state and federal courts located in [COUNTY], California.
• Jury trial waiver applies to the fullest extent permitted by law.

17. MISCELLANEOUS

• Assignment; force majeure; notices; order of precedence; independent contractors; amendments in writing.

18. SCHEDULES

• Schedule 1: Products.
• Schedule 2: Prices and Discounts.
• Schedule 3: MDF and Marketing Terms.
• Schedule 4: Warranties and IP Indemnity Summary.
• Schedule 5: Territory and Channel Map.