分销商协议中英版模板.doc

中英文分销商协议
DISTRIBUTORSHIP AGREEMENT

分销协议

THIS AGREEMENT IS MADE AS OF THE ___ DAY OF ________, 20__, by and between __________, (Supplier) a __________ organized and existing under the laws of _____________, with its principal place of business at_______________, and _____________, (Distributor) a _________ organized and existing under the laws of _____________, with its principal place of business at ____________;

本协议由――（供给商）, 依据――法律成立和存在――（关键经营场所――）, 和――（分销商）, 依据――法律成立和存在――, （关键经营场所――）于20—年－月－日签定。

ARTICLE I. DEFINITIONS

第一条 定义

When used in this Agreement, the following terms shall have the respective meanings indicated. The meanings shall be applied whether the singular or the plural form of the term is used.

本协议中下列术语应有以下描述意思。该术语不管是单独使用还是联合使用时, 该意思都应适用。

"Accessories" means the accessories described in the attached Exhibit A, and includes any special devices manufactured by supplier and used in connection with the operation of the "Goods". Accessories may be deleted from or added to Attachment A and Supplier may change the specifications and design at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within ____ days following the date notice thereof is mailed to Distributor.

“附件”指附件A中所列明附件, 包含由供给商制作和与货物操作相关特殊装置。附件能够从附件A上删除或增加, 供给商有权改变规格和设计, 但应经过邮寄书面通知通知分销商。任何改变应在通知寄出后――天内生效。

"Affiliate" means any company controlled by, controlling, or under common control with supplier.

“关联企业”指任何被供给商控制、 控制供给商、 供给商参股企业。

"Agreement" means this agreement, and the Exhibits, together with all amendments thereto. "Attachment" means any form or exhibit attached to this agreement.

“协议”指本协议、 附件和全部修改文件。“附件”指附加在本协议后表格和附件。

"Customer" means any person who purchases or leases Products from Distributor.

“用户”指任何从分销商处购置或租赁产品人。

"Goods" means those items described in Attachment B. Goods may be deleted from or added to Attachment B and their specifications and design may be changed by Supplier at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within ____ days following the date notice thereof is mailed to Distributor.

“货物”指在附件B中所描述物品。分销商有权在附件B删除或增加部分货物, 也有权经过信函书面通知分销商货物规格或设计变更。这种变更在向分销商寄出信函后――天生效。

"Products" means Goods, Accessories, and Spare Parts.

“产品”指货物及其附件和零部件。

"Spare Parts" means all parts and components of the Goods and/or any special devices used in connection with the maintenance or servicing of the Goods. Supplier declares that a complete list of Spare Parts is set forth in Attachment C. Spare parts may be deleted from or added to Attachment C and their specifications and design may be changed by Supplier at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective within _____ days following the date notice thereof is mailed to Distributor.

“零部件”指货物和（或）维护、 服务货物所用特殊设备全部配件和零件。供给商申明完整零配件清单在附件C中列明。分销商有权在附件C删除或增加部分货物, 也有权经过信函书面通知分销商货物规格或设计变更。这种变更在向分销商寄出信函后――天生效。

"Specifications" means those specifications set forth in Attachment D.

“规格”指在附件D中所列明规格。

"Territory" means the following geographic area or areas:

“区域”指下列地理范围:

"Trademark" means any trademark, logo, or service mark, whether or not registered, used to represent or describe the Products of Supplier, as set forth in Attachment E.

“商标”指在附件E中列明、 在供给商产品上使用或描述任何商标、 标识和服务标识, 不管其是否注册。

ARTICLE II. APPOINTMENT OF DISTRIBUTOR

第二条 分销商指定

Appointment. Supplier hereby appoints Distributor as Supplier's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Supplier cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so.

指定: 供给商在此指定分销商为在定义区域内非独占分销商, 分销商接收指定。双方了解供给商没权阻止位于其它区域分销商销售在定义区域内销售和使用供给商提供产品。

Referrals. If Supplier or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory, Supplier shall, or shall cause that Affiliate to, refer such party to Distributor.

提醒: 如在本区域内有任何一方向供给商或其关联企业咨询相关购置产品事宜, 供给商有权或要求关联企业指定她为分销商。

Relationship of Parties. Distributor is an independent contractor and is not the legal representative or agent of Supplier for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty on the part of Supplier. Supplier shall not exercise any control over any of Distributor's employees, all of who are entirely under the control of Distributor. Distributor shall be responsible for the acts and omissions of Distributor's employees. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Supplier with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Income Tax Law, Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties.

双方关系: 分销商是独立协议相当人, 不是供给商法律上代表人或代理人, 没有权力以书面或其它形式代表供给商招致、 负担任何确保（除非有明确约定）。分销商职员应由分销商控制, 供给商无权使用、 控制。分销商应对其职员行为或疏忽负责。在本协议生效或续展期间, 分销商应依据本州和其它管辖地域劳动者赔偿法为从事本协议项下工作或与本协议相关职员购置充足保险, 并在供给商要求下提供足够证据证实已购置保险。分销商应依据管辖区域联邦税收法、 联邦社会保障法、 失业人员赔偿法全权负责为其工作职员及相关人员收入、 薪金和税收。本协议任何内容都不得视为双方建立了合作关系或联营关系。

Sale of Products by Distributor. Distributor shall use its best efforts to distribute the Products and to fully develop the market for the Products within the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of _______ Products ("Annual Market Potential") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year.

分销商销售产品: 分销商应在本区域内尽力销售产品和充足扩大市场。双方协商并同意如分销商应尽力在本协议第一年在本区域内购置和销售最少――产品（年市场潜力）。在以后每年年初双方将友好协商并同意当年适用年市场潜力, 但如双方意见没有统一, 那适用上一年年市场潜力。
Competing Products. Distributor agrees that it will not distribute or represent any Products in the Territory that compete with the Products during the term of this Agreement or any extensions thereof.

竞争产品: 分销商同意在本协议使用期或续展期内将不在本区域销售或代表其它有竞争产品。

Advertising. Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit samples of all proposed advertisements and other promotional materials for the Products to Supplier for approval and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Supplier to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Supplier's Trademarks.

广告: 分销商有权在本协议使用期或续展期内做广告宣传或表明自已授权分销商身份, 有权在广告或推广活动中使用供给商商标。分销商应事先将广告或宣传资料样稿提交供给商同意, 分销商不得未经供给商书面同意进行广告宣传。分销商不得拥有供给商商标任何权利和利益, 除非本协议另有约定。

New Products. If Supplier or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Supplier shall immediately notify, or cause such Affiliate to notify, Distributor of that fact and of all details concerning that product. Distributor may request from Supplier distribution rights for that product in the Territory, or any portion thereof, and if so requested, Supplier shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on terms and conditions no less favorable than those provided in this Agreement with respect to Products. If Distributor does not obtain those distribution rights or obtains them only for a portion of the Territory, and Supplier or an Affiliate later desires to offer those distribution rights for the Territory or any portion thereof to another party, Supplier shall first, or shall cause such Affiliate to first, make that offer in writing to Distributor on terms and conditions which shall be specified fully in that offer. That offer shall contain a full description of the subject product and its operation. Distributor may request, and Supplier shall promptly provide, or shall cause such Affiliate promptly to provide, further information concerning the product or the offer. If Distributor fails to accept such offer, Supplier or the Affiliate may then offer the product to another party for distribution in the Territory, but may not offer it on terms and conditions more favorable than those offered to Distributor. If Supplier or the Affiliate desires to make a better offer to another party, Supplier shall first, or shall cause the affiliate first to, make such better offer to Distributor in accordance with the procedure set forth above.

新产品: 供给商或其关联企业现在或未来生产或销售或拟生产销售其它产品, 供给商应立刻通知或促进其关联企业通知分销商相关具体情况。分销商能够要求在该区域或部分区域分销商, 如分销商要求, 则供给商有权授予或促进关联企业授予分销权, 该分销权不低于本协议约定条款和条款。如分销商没有取适当地域分销权或部分地域分销权, 而供给商以后又期望分销商在当地域或部分地域分销, 供给商或促进其关联企业书面发出列明分销条款和条件要约。这要约应包含完整说明和操作方法。分销商能够要求供给商提供具体信息, 供给商和关联企业应立刻提供。如分销商拒绝接收要约, 则供给商有权向任意方发出要约, 但该要约条件不能优于发给分销商。如供给商和关联企业拟向任意方发出要约优先发给分销商条件, 则应按上述要求程序操作先向分销商发出要约。

Distributor Sales, Service and Storage Facilities. Distributor shall, at its expense, engage and maintain a sales, service and parts handling organization in the Territory, staffed with such experienced personnel as are necessary to enable distributor to perform its obligations under this Agreement. Distributor shall, at its expense, maintain facilities and personnel in the Territory that will enable it promptly and satisfactorily to perform, at a reasonable price, all inspection, maintenance and other necessary servicing of Products sold by Distributor. To assist Distributor in the discharge of this service and maintenance function, Supplier shall provide service and maintenance training, without charge, to any reasonable number of Distributor's personnel as Distributor shall designate. Distributor shall, at its expense, at all times store and maintain its inventory of Products in accordance with current, applicable instructions issued by Supplier from time to time. Distributor shall, at its expense, deliver one copy of Supplier's current, applicable operation and maintenance manual to each Customer at the time of sale and, at that time, Distributor shall, at its expense, fully explain and demonstrate to the customer the proper method of operating and maintaining the Products. Distributor shall mail to Supplier, during the term of the distributorship created by this Agreement and any extension thereof, prompt written notice of the address of each location at which products are stored, and the address of each facility established by Distributor to sell and service the Products. Supplier may, through its designated agent, inspect all such locations and facilities and the operations conducted therein at any time during normal business hours.

分销商销售、 服务、 库储设备

分销商应在本区域内自行雇佣或维持一个销售、 服务、 处理其它事务组织, 并配置能从事本协议项下工作有经验销售人员。分销商应自行在本区域内维持设备和人员以合理价格去完成所售产品检测、 维护和其它必需服务。为帮助分销商负责服务和维护职责, 供给商应无偿对合理人数分销商指定人员提供服务和维护培训。分销商应依据供给商随时签发通用、 适用指导书贮备一定库存, 费用自行负担。分销商应在销售时向用户提供通用、 适用操作维持手册, 应向用户充足解释和演示操作和维护方法, 费用由分销商负担。在本协议使用期和续展期内, 分销商应向供给商立刻汇报库储货物和为销售和服务产品所配置设备地点。供给商能够经过指定代表人在营业时间测查上述地点、 设备和操作方法。

Spare Parts and Accessories. Distributor shall keep in stock an adequate supply of Spare Parts and Accessories for the servicing of Goods. No Spare Parts or Accessories not manufactured by Supplier shall be used in connection with the Goods unless they have been approved in writing by Supplier

零配件及附件: 分销商应确保货物足够零配件及附件库存。非供给商生产零配件及附件不应在货物上使用, 除非取得供给商书面同意。.

Confidential Information. Written Technical data, drawings, plans and engineering in technical instructions pertaining to the Products are recognized by Distributor to be secret and confidential and to be the property of Supplier. Those items shall at all times and for all purposes be held by Distributor in a confidential capacity and shall not, without the prior written consent of Supplier, (i) be disclosed by Distributor to any person, firm or corporation, excepting those salaried employees of Distributor who are required to utilize such items in connection with the sale, inspection, repair or servicing of Products during the term of the distributorship created by this Agreement or any extension thereof, or (ii) be copied or used by Distributor, its employees or agents at any time following the expiration or termination of this Agreement or any extension thereof. Supplier may require as a condition to any disclosure by Distributor pursuant to this Section that any salaried employee to whom disclosure is to be made sign a confidentiality agreement, enforceable by Supplier, containing terms satisfactory to Supplier.

保密信息: 分销商取得相关产品书面技术数据、 图纸、 计划和工程技术指导是保密, 全部权归供给商。不管任何时候、 出于任何目, 分销商仅能秘密地持有这些资料, 未经供给商书面同意不得: 1,向任何人、 商行、 企业披露, 除非分销商职员在本协议使用期或续展期内为了销售、 检验、 修理、 服务产品而使用需要。2, 在本协议或续展期终止后, 分销商职员复制、 使用。供给商依据本款能够要求分销商与接触保密信息职员签署可实施保密协议, 其内容满足供给商要求。
ARTICLE III. TERMS OF PURCHASE AND SALE OF PRODUCTS

第三条  采购和销售条款

Purchase of Product. Distributor shall purchase its requirements for the Products from Supplier. Such requirements shall include purchasing and maintaining an inventory of Products that is sufficient to enable Distributor to perform its obligations hereunder, and at least one (1) demonstration model of the Goods and Accessories. Supplier shall supply to Distributor sufficient Products to enable Distributor to meet the full demand for Products in the Territory. All orders for Products transmitted by Distributor to Supplier shall be deemed to be accepted by Supplier at the time such orders are received by Supplier to the extent that they are in compliance with the terms of this Agreement and Supplier shall perform in accordance with all accepted orders. Supplier shall confirm its receipt and acceptance of ea