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Exclusive Promotion Agreement

(a) to assist the agent free of charge by providing product listings, price lists, catalogues and other advertising materials to the agent, free of charge; This agreement is governed in all respects by the laws of the state [state] , of the United States, which apply without reference to a rule of conflict of laws under which, otherwise, different laws might apply. The United Nations Convention on International Contracts for the Sale of Goods does not apply to purchases or transactions made under this agreement. The jurisdiction for all actions brought by the parties to this agreement in connection with or as a result of this agreement is appropriate only before an appropriate state court or the United States District Court for the District of the District of the State. Distributor thus submits to the exclusive jurisdiction of these jurisdictions and accepts the service of the procedure by fax or confirmed commercial mail (returned to the sender with written verification of receipt). b) restrictions on the agent`s activity. The agent cannot: (i) carry out promotional activities concerning products intended primarily for customers outside the territory; (ii) request product orders from potential customers outside the territory; or (iii) request orders for products from potential customers in the territory for export. b) granting rights. The company grants the agent, in compliance with the conditions, a non-exclusive, non-transferable, revocable right to use the trademarks in the marketing and promotion of products in the territory, in accordance with the terms of this Agreement and all directives adopted from time to time. During the life of the year, the agent has the right to inform the public that he is an authorized representative of the products. The supplier undertakes to make such descriptive literature, promotional materials, technical manuals and promotional materials on the supplier`s products available to the distributor (by e-mail in pdf format), as the supplier may be available from time to time for such uses.

The trader has the right to translate these materials into the languages of the territory at his own expense. The supplier reserves ownership of all property rights, including the intellectual property rights of the translated versions of the documents. The distributor is solely responsible for the accuracy of the translations and provides the supplier with a copy of each translated work. The distributor will review the materials immediately (at the distributor`s expense) after notification from the supplier. (d) the company`s ownership reserve. The company reserves the right to take the following actions at any time after [insert number] ([insert number]) calendar days prior to written notification to the agent without any liability: (i) add or remove products from Schedule B, (ii) modify or update the design of the products or part of the products and (iii) sell exclusively the products , directly or indirectly, to certain types of customers or to certain accounts in the territory. It is also possible for a lender to revoke an exclusivity agreement based on the other partner`s non-compliance with the performance targets set. In this case, this special clause is advantageous because it serves as a deterrent to a partner who does not fulfill his part of the agreement, resulting in the loss of the agreement. (c) develop promotional materials for products that may be used in the territory, including modification of the company`s promotional material, subject to prior authorization from the company; This agreement and the attached statement (which is expressly included in this reference) contain the full and comprehensive agreement between the parties regarding the purpose of this agreement.

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