Sample Distribution Contract

A distribution contract, is a contract in which two companies, or a company and an institution such as they are, a school or the government, undertake to manufacture and receive a certain type of product or merchandise, exclusively or constant.
In this kind of contracts, the parties undertake to make deliveries from time to time and to make the corresponding payments in the corresponding way.

DISTRIBUTION CONTRACT

DISTRIBUTION CONTRACT ENTERED INTO BETWEEN THE COMPANY "CELLULARES CHIPITIN.S.A. " Represented by Mr. Manuel Caballero Ramírez, who is duly authorized as stated demonstrated in the notarial deed number 3656896, and THE GOVERNMENT OF THE STATE OF YUCATAN Represented by the Lic. José Daniel, Vargas Pérez. Who is duly authorized by the government of Yucatán with official letter number 2658/2012. Adjusting freely to the tenor of the following Declarations and clauses:

STATEMENTS:

I.- Declares "The manufacturer"

a) This company is a legal entity duly constituted under the laws of the state and accredited with the public deed number 2654, which is fully declared in the public registry of property and Commerce.

b) The corporate objective is the production of Cellular Telephones and intercoms, which are the object of this contract.

c) To be fully in agreement with disposing of the articles consisting of "telecommunication devices" for their corresponding use, within the departments of the government of the state of Yucatan.

d) Mr. Manuel Caballero Ramírez is duly empowered to carry out this distribution contract, as evidenced by the notarial deed, notarial deed number 3656896.

e) Have a physical address at Av. Revolución núm. 236, col Piedras del Río, Yucatán, Yucatán and which appears in various documents.

f) Be registered in the Federal Taxpayers Registry, with the key number 654879, credited with a certified copy of said tax ID.

II.- Declares "Government of Yucatan":

a) Be fully empowered to carry out said contract.

b) To have as objective, and use and enjoyment of said devices for logistical use in the government of the state of Yucatan Mexico.

c) To be fully available and willing to acquire the necessary products and supplied by the manufacturer in the place and on the dates indicated or agreed.

d) The representative of the government of Yucatán is fully identified, Lic. José Daniel, Vargas Pérez. Who is duly authorized by the government of Yucatán with official letter number 2658/2012.

e) Have the domicile of the contractor located at Av. Principal S.N, Colonia Revolución, (palace and government).

CLAUSES:

First.-  The parties agree that the object of this contract is the sale for use of the articles that will be listed in an annex marked with the number I. Which is part of this contract.

Second.- "The distribution company" is fully empowered to distribute telecommunications devices within of the state of Yucatán, and adjacent states, for the full use of employees of the constitutional government of Yucatan.

Third.- While this contract lasts, "The buyer" agrees not to sell, or distribute in any way the articles and products mentioned in Annex I of this contract.

In the same way, the contractor agrees to send the orders of all those agencies that require it, forcing himself not to supply and attend said orders on his own.

Quarter.- "The buyer", undertakes not to sell, quote or carry out any deal with the individuals and legal entities that the "Manufacturer" indicates in writing, understanding that said persons will be considered as exclusive clients of the "maker".

Fifth.- "The contractor" undertakes to exclusively distribute the articles and products sold by the "Manufacturer" for a period of six years, from the signing of this contract.

Sixth.- "The manufacturer" is obliged to sell the articles and products that are the object of this contract in accordance with the costs that are attached to this contract, under Annex II and that are an integral part of the same.

Similarly, "The Distributor undertakes to acquire from" The Manufacturer "the aforementioned articles and products at said costs.

Seventh.- "The contractor" will pay the "Manufacturer" the total cost of the products purchased in 1850.00 pesos 50/100 national currency in a single exhibition, or payment in the first 5 business days from the delivery.

Eighth.- "The Manufacturer" undertakes not to market directly or indirectly to other distributors, in the territory, the products that are the object of this contract.

Ninth.- During the term of this contract, "The contractor" may not represent, produce, promote or sell products that compete with the products provided by "The Manufacturer".

Tenth.- "The Manufacturer" is obliged to sell to the "Employer" new articles or products, of recent manufacture and of good quality. quality, guaranteeing them against any design or manufacturing defect, for 500,000.00 (four years) counted from their delivery.

Eleventh.- "The Manufacturer" is obliged to provide the "Employer" with all the necessary information so that he can comply with the obligations arising from this contract. At the end of the same, "The Contractor" will restore all the documents, catalogs, and / or information that have been provided.

Twelfth.- "The Contractor" undertakes to respect the composition and presentation of the products that are the object of this contract, without that he can manipulate or sell them in other containers or wrappings or under another name or brand than those of "El Maker".

Thirteenth.- "The Manufacturer" is obliged to provide the "Employer" with a list of recommended minimum prices, and "The contracting party "freely set the sale price or form of distribution of the products that are the object of this contract.

Fourteenth.- This contract may be renewed for equal periods, as long as the parties agree to it previously and in writing.

Fifteenth.- Either party may terminate this contract, without prejudice to civil actions. or penalties that it could exercise, in case of breach of any of the obligations provided in the same.

Likewise, either party may terminate this contract for any of the following reasons:

a) Manifest inability of the “Employer” to normally carry out his corresponding activity.

b) Manifest insolvency of the "Manufacturer"

c) There is any resolution of commercial bankruptcy or bankruptcy; there is a moratorium, judicial administration, liquidation or any payment agreement between "The manufacturer" and his creditors.

d) Express declaration of the parties to terminate it.

e) Non-existence of the object of the contract

f) Any circumstance that substantially affects the capacity of the other party to fulfill its contractual obligations.

Sixteenth.-In the event that "The Manufacturer" incurs in default regarding the delivery of the articles or products to "The Distributor", he will pay the amount of $ 1,000.00 pesos as a conventional penalty. On the other hand, if "The Contractor" fails to pay in time the cost of the products delivered by "The Manufacturer" in the time and form established for this, "The Distributor" must pay $ 1,000.00, for each day that the breach.

Seventeenth.-"The Distributor" recognizes the great value of the clientele associated with the brand CELLULARES CHIPITIN.S.A. and the identification of the articles or products with said brand. Likewise, you accept that said trademark and all rights inherent to it belong to the "Manufacturer".

Eighteenth.-This contract does not imply a license to use trademarks. It is strictly prohibited for "The Contractor" to use or apply to the articles or products other brands than those belonging to the "Manufacturer". Additionally, "The Contractor" undertakes not to damage or harm in any way the commercial image and prestige of the "Manufacturer".

Nineteenth.-"The Distributor" is obliged to immediately notify the "Manufacturer" in case he becomes aware of any violation committed by third parties that affects the industrial or intellectual property rights of the "Maker".

Twenty.-For the interpretation and fulfillment of this contract, as well as for everything not foreseen, the parties submit to the jurisdiction and jurisdiction of the courts of the State of Yucatan, expressly renouncing the jurisdiction that by reason of their present or future domicile could reciprocate.

Having read that this contract was made and knowing the parts of its content, scope, value and legal force, they sign it in two copies, in Mérida Yucatán on June 06, 2012, before two witnesses.

"The manufacturer" "The Contractor"
Signature Signature

Witness 01 Witness 02
Signature Signature