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EXCLUSIVE DISTRIBUTION AGREEMENT

BETWEEN

____________________________________

AND

_______________________________
This Agreement, made on the _____ day of ___________, 2014 between
____________________________________. (a company incorporated and existing under the
_____________________) having its registered office at
___________________________hereinafter referred to as the Principal) represented by its
___________________;
and
____________________. having registered office at, _____________________________
represented by ______________________ (CEO/President)of the OTHER PART (for the sake
of brevity, hereinafter referred to as the (Importer/Distributor).
WHEREAS the party of the First Part is manufacturer of medicinal and
pharmaceutical preparations and possessed with plants, machinery, expert and
qualified personnel and is already manufacturing medicinal and pharmaceutical
preparations and marketing same under its own brand names and seized with
substantial goodwill and reputation in India and abroad.
AND WHEREAS the party of the Other Part is in the business of distribution and/or
marketing medicinal and pharmaceutical preparations and is possessed with
necessary marketing infrastructure, marketing personnel and is having goodwill
and reputation as distributor for reputed and renowned brands in Philippines has
approached the Principal and have made themselves acquainted with the goodwill
of the Principal concerning the said brands to be imported into Philippines for
registrations, marketing and/or distribution on basis by the Distributor in the
whole territory of Philippines.

AND WHEREAS the Principal possesses requisite licenses and permissions issued
by the Drug Administration Authorities in India, and continuously engaged in the
business of manufacturing and marketing and/or otherwise supplying medicinal
and pharmaceutical preparations for oral consumption, intravenous, intramuscular
administration and external use by employing technically qualified and
experienced personnel and expert consultants and has obtained certificate of
competence as per WHO-GMP from the ministry of Health of India to manufacture,
market, export and distribute medicinal and pharmaceutical preparations to
various foreign countries.
ARTICLE 1: DEFINITION
1.1

For the purpose of this agreement, the following definition shall apply.
"Agreement shall mean the present Importing/Distribution and marketing
agreement for the Importer/Distributor for the country of Philippines for the
products mentioned in the Appendix -1 attached with this agreement.
Without Appendix-1 the agreement will not be valid. The products will be
added and altered from time to time and will be mentioned in the following
Appendices to this agreement hereafter.

1.2

"Products" shall mean the products at present described in the Appendix-1


and the products in future which will be mentioned in the following
Appendices.

1.3

"Trademark" shall mean the trademark selected by the Principal or the


Distributor.

1.4.

"Territory" shall mean the territory all over the Philippines.

1.5.

"Advertising shall include advertising in or through media.

1.6

"Promotion" shall include sales promotional materials such as detailing


materials, Hand bill, Gifts, Promotional Materials at the cost of Buyer in the
country of Import.

ARTICLE 2: SUBJECT MATTER OF THE AGREEMENT


2.1.The Principal hereby appoints ___________________________-, represented by
_________________ as the Importer/Distributor of the said products and the
products manufactured in future and/or marketed and/or supplied by the
Principal or someone duly authorized in writing by the Principal given in the
Schedule hereunder written for sale and distribution in the territory of
Philippines.
2.2.The Distributor undertakes to obtain product registrations from the Competent
Authority of Food and Drug Administration in Philippines, while as the
Distributor is responsible for the submission of products registration files and
follow-up the process with the competent Authorities of Philippine
Government, and the Distributor is responsible to import, promote and sell
the said products from the Principal throughout the territory of Philippines.

2.3.The Distributor undertakes to follow-up tenders and obtaining institutional


business in Philippines, which will be communicated to the Principal from
time to time all business prospects and opportunities ordinarily available to
the Distributor during the course of business.
2.4.The term of payment agreed upon between the principal and the distributor is
_____ % advance along with the confirmed booking order and rest _____ % in
the form of L/C _____ days from the date of receipt of delivery of the goods.
2.5.The principal guarantees to supply the Distributor they said goods in finished
commercial forms based on the prices, terms and conditions as mutually
agreed by both parties time to time.
2.6.The Distributor periodically informs the Principal of market competitions within
the territory designated, and the Principal shall supply the distributor with all
information, developments, new products and processes, which are deemed
to be of advantage in the marketing activity of the distributor.
2.7.The Distributor will utilize their marketing personnel to promote selling and
distributing of the Principals products throughout the territory of Philippines
only.
2.8.The Distributor shall submit an annual sales forecast on the _______ of ______
every year.
2.9.The Distributor shall be solely responsible for the cost of registration for each
of the said products in the territory of Philippines.
2.10. All the registration certificates of the products registered in these countries
will be in the name of the Distributor.
2.11.The Principal and the Distributor hereby agree to communicate their working
and progress report as hereinabove provided in English.
ARTICLE 3: TRADE MARKS
3.1.It is expressly agreed between the Principal and the Distributor, all trademarks
referred to herein above or any other mark that the Principal prior used or
registered in respect of medicinal and pharmaceutical preparations or similar
goods in India or in Philippines shall be the property of the Principal and at
no point of time the Principal parted with their proprietorship in the said
trademarks. However, any new trademarks that registered under the name
of the Distributor shall belong to the latter.
3.2.The Principal acknowledges the validity of the trademark in India & Philippines
as well as of all other property marks, which are fixed to the products.
3.3.The Distributor shall not commit infringement of trademarks registered in the
name of the Principal or pass of goods manufactured by any other
manufacturer by applying the trademarks or labels prior used or registered
in the name of the Principal in India or Philippines.

ARTICLE 4: VALIDITY OF THE AGREEMENT


4.1.The Agency Agreement is valid for Five (5) years starting from the date of
issuance of Licence to Operate (LTO) and automatically, renewed for another

5 years. If either party seek not to renew the agreement, shall notify, in
writing, not less than three months prior to the expiration date of this
agreement.
ARTICLE 5: NOTICES
5.1 An advance of 60 (sixty) days notice to be given under this Agreement shall be
in writing and shall be deemed properly given when personally delivered to
the other party or when sent by facsimile with the original sent by prepaid
registered mail to the address of such other party as set out below.
5.2 Either party may change its address for the purpose of this clause by giving
notice thereof in writing to the other party in accordance with this cause.

ARTICLE 6: ARBITRATION
6.1.In case of any dispute arising between the parties on any subject, the said
dispute will be resolved within 30 days through negotiation and if not such
resolved the dispute will be submitted to International Court in the appointed
third country for which the arbitration award will be final and binding upon
both parties.
6.2.This agreement is binding between both the parties and shall not be modified
nor amended except in writing, which shall be signed by both parties.

ARTICLE 7: SECRECY OF INFORMATION:


7.1. If and to the extent that either party discloses to the other any confidential
information or data (whether technical or otherwise) or relating to the products
the party receiving the said information or data shall not (during the duration of
this agreement) use or disclose any such information or data for any purpose
whatsoever than disclosure to its employees who reasonably require same for
purposes of this agreement.
7.2. Each party shall, prior to disclosure, inform the employees concerned, of the
restriction contained in this clause
7.3. And shall ensure that each employee shall observe such restrictions.
7.4. The restriction on disclosure shall not apply to any data or information:
7.5. Which is of public knowledge or which subsequently becomes public
knowledge through no act or failure to act on the part of the receiving party?
7.6. Which is disclosed to the receiving party by a third party and is not the
subject of any restriction on disclosure imposed by that third party.
7.7. Which is known to the receiving party at the date of disclosure and which is
not the subject of any restriction on disclosure imposed by a third party.
ARTICLE 8: Indemnity

In the event that any of the parties breaches the terms and conditions of this
Agreement, the party at fault shall:
8.1. Compensate the other party for any damages caused to by party at fault of
the breach of the terms and conditions of this Agreement.
8.2. Indemnify the aggrieved party for any liability incurred to third parties as a
result of such breach of the terms and conditions of this Agreement referred to in
above.
8.3. The rights of compensation and indemnification of aggrieved party under
above shall be in addition to and not in substitution for any other remedies that
may be available to aggrieved party under the law for obtaining such injunctory
relief against the party at fault their Agencies, Associates restraining the party at
fault from doing any act contrary to the interests of the aggrieved party and
otherwise than in accordance with this Agreement, and any compensation or
indemnification referred to above shall not relieve the party at fault from liability
and damages to the aggrieved party for breach of this Agreement.
THE PRINCIPAL

THE Distributor

Signature:
Name:
Chairman
Place:
Date: ________________
Witness:
Signature:
Name:
Export Executive.
Place:

Signature:
Name: _________________
Designation: CEO/President
_______________________
Place: Manila, Philippines
Date: __________________
Witness:
Signature:
Name:
Designation:
Place: _______________

APPENDIX-1
____________., _________________.
S.
No.

Brand
Name

Generic Name

Pharmaceutic
al Form

Strength

Packing

2
3
4
5
6
7
8

THE PRINCIPAL

THE DISTRIBUTOR

Signature:
Name:

Signature:
Name: _____________
Designation: CEO/President
Place: Manila, Philippines
Date: _____________________

Place:
Date:
Witness:
Signature:
Name:
Export Executive
Place

Place:
Date:
Witness:
Signature:
Name:
Export Executive
Place