I am the buyer, needing to create an agreement that has exclusive European distribution for the selection of products that a company produces/supplies. the company is run by the inventor of the product. To esure the agreement is tight, i would like the agreement to be linked not only to the company, but also the inventor so that if the company went bankrupt, I would still have a legal standing with the inventor.
I do not want someone on freelancer to simply google distributions agreements and copy a generic agreement. I would like the agreement to be tailored and enforceable in the USA if the supplier breaches the agreement. I am also open to suggestions in the agreement where I can have more protection.
The supplier is based in Minnesota, America ( USA) and I am based in the UK (England), i will need the agreement to be enforceable in USA if the supplier breaches the agreement.
Some rough terms of the agreement are detailed below, this is pretty much a one sided agreement in my (the buyer/distributors) favour. Please reword my terms so that they appear to be less aggressive. I will also need the normal legal jargon.
The exclusive rights are purchases in the form of the first order and will last for a period of no less than 5 years, then continued indefinitely based on realistic and agreed sales targets.
Following terms: including but not limited to:
I have exclusive distribution and resale rights, of all your products for all countries in Europe. across a physical and electronic platforms.
I have the rights to rebrand without approval.
I have the right to repackage without approval.
I have the right to promote the product without approval. If your brand, or logos are used for promotional purposes than, approval will be required.
I have the right to modify, change or sell the product as part of a set without approval.
I have the rights to sell to any individual or company in Europe, furthermore I have the rights to sell orders not exceeding 2 units, to individuals in the USA, Canada and Australia, but not companies. I will not actively promote or incite sales in the USA, Canada or Australia. Any orders exceeding 2 units will be transferred to you along with any revenue after any relevant costs have been deducted.
Any sales that you achieved for Europe, including single unit sales, will be transferred to myself, along with any revenue generated.
Length of the agreement:
fixed for period of 5 years, and continued indefinitely subject to sales targets being agreed and met.
Fixed for 12 month terms, with 60 days notice of change.
All orders will be paid in full before delivery.
Payment will be made by paypal.
If the products are supplied faulty or defects, replacements will be required within 30days. if 30days has exceeded then compensation will be required. If the products are supplied faulty/defect then the seller will pay the return postage costs.
Penalties for breaching the agreement:
if the products are promoted, available for sale and or sold in Europe, then the supplier will be required to cover any legal costs of the distributor to stop such actions. furthermore, compensation will be required from the supplier to cover any losses of sales, damage to the distributors brand and or impact on projections.