Zephyr Pharmatec Ltd

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DISTRIBUTION AGREEMENT

This Agreement is signed between:

1. ZEPHYR PHARMATEC (PVT) LTD., a limited liability company, having its registered office at A-39, S.I.T.E II SUPPERHIGHWAY, Karachi, Pakistan, and duly represented by Mr. Niaz Ahmed in their capacity of Directors & Mr. Noman Ahmed as Export Consultant (hereinafter referred as “the Company”).

2. THE POWER OF GOD INTERNATIONAL ENTERPRISES, a ______________, having its registered office at B7L2 Cabatuhan Road, Thomas Villa.7 Deparo, 1420, Caloocan City, Philippines (herein after referred as “the Distributor”)

The Company and the Distributor are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS

The Company is a duly registered Pharmaceutical manufacturing concern in Pakistan and manufacturers various pharmaceutical items in Pakistan and sells them in Pakistan and abroad, and now wishes to appoint the Distributor as its local distributor in the territory of Philippines for the registration, promotion, purchase and sales of products (subject to the provisions of clause ___) as listed in Schedule A. -----------not necessary

AGREED TERMS

1. Interpretation

1. In this Agreement including the recitals, the following words shall have the following meanings:

1. “Commencement Date” means the __________ unless earlier date agreed;

2. “Confidential Information” means information of a confidential nature (including trade secrets and information of commercial value) known to the Company and concerning the Company and the Products and communicated to the Distributor by the Company;

3. “Intellectual Property” means any patent, copyright, registered design, unregistered design right, trade mark, or other industrial or intellectual property owned or used by the Principal subsisting in the Territory in respect of the Products together with any current applications for any registerable items of the foregoing;

4. “Local Regulations” means laws and regulations applicable to the Products in the Territory;-------------not necessary

5. “Products” means the items for which distribution is given to the Distributor for the Territory and as listed in Schedule A;

6. “Territory” means the whole of the __________.

2. References to clauses and schedules are to the clauses of and schedules to this Agreement.

3. Headings are for convenience only and shall be ignored in interpreting this Agreement.

2. Appointment & Responsibilities of the Distributor:

1. The Company hereby appoints the Distributor as its distributor to register, import, promote, and sell the Products of the Company in the Territory on the terms of this Agreement.

2. The Distributor shall be the exclusive distributor of the Products as listed in Schedule A within the territory, subject to clause ____.

3. The Distributor shall not market or distribute the product nor solicit any orders for the Products outside the Territory.

Provided the product were been listed on this agreement

4. The Distributor agrees that the Company may during the period of three (3) months prior to the expected date of termination of this Agreement appoint a successor to the Distributor and may introduce the successor to potential buyers and relevant local authorities and allow the successor to make itself known as the Distributor of the Company in the Territory so as to be able to commence business from the day after expiry of this Agreement. …….We are not agree with this.

5. The Distributor shall not, except with the Company’s prior written consent during the term of this Agreement, be involved directly or in directly in the development, manufacture, import, distribution, purchase or sale of any products which have the same salt /________ as the...
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