APPOINTMENT OF EXCLUSIVE DISTRIBUTOR AGREEMENT
Dated [day]，[month],[year]
1 Parties
(1) (name of principal) whose registered office is in the PR of China at the address …. ('the Principal')
(2) (name of principal’s agent) whose registered office in the PR of China at the address …. ('the Principal’s agent')
2 Recitals
2.1 The Principal manufactures goods including the Products
2.2 The Principal’s agent trades with the Products of the Principal
2.3 The Distributor wishes to sell the Products in the Territory
3 Definitions
The following terms shall have the following meanings:
3.1 'Business': the promotion and sale of the Products by the Distributor and all matters related
3.2 'Commencement Date': the date set out at the head of this Agreement
3.3 'Conditions': the provisions contained in clauses [5] to [9] which shall be incorporated into this Agreement in their entirety
3.4 'Consignment': each shipment of Products made by the Principal and/or the Principal’s agent in response to an order placed in accordance with the terms of this Agreement by the Distributor
3.5 'Currency': US Dollars
3.6 'Documents': the documents which must be presented in order to obtain payment under the respective sales contract pursuant to which a documentary credit is opened
3.7 'Expiry Date': within 2 [two] years after Commencement Date unless extended as per clause [5.6] of this Agreement
3.8 Trade Name: (insert details)
3.9 'Minimum Annual Performance': sales of the Products in each year of the Term
3.10 'Products': the products briefly described in Schedule 1
3.11 'Rights': the sole and exclusive right of the Distributor to carry on:
3.11.1 the Business
3.11.2 for the Term
3.11.3 in the Territory
3.12 'Term': the period starting on the Commencement Date and ending on the Expiry Date unless earlier determined as provided in this Agreement

3.13 'Territory': the territory of the State of Israel
4 Grant and reservations
4.1 The Principal grants to the Distributor the Rights
4.2 The Principal agrees not to appoint any other person to act as its distributor of the Products in the Territory during the Term
4.3 Without prejudice to the remaining provisions of this Agreement the Principal reserves the right to vary the Price of the Products subject current market prices at the time of receiving an order from the Distributor

CONDITIONS
5 Principal's obligations
The Principal agrees with the Distributor throughout the Term:
5.1 Sole and exclusive distributor
Neither itself nor through any agent or other distributor lawfully acting for it directly or indirectly to infringe the Rights
5.2 Support and information
To support the Distributor in its efforts to promote the Business and sales of the Products and in particular at its own expense
5.2.1 to supply trial samples of the Products upon request from the Distributor
5.2.2 to provide and promptly update information about the Products
5.3 Indemnity
To indemnify and keep indemnified the Distributor from and against any and all loss damage or liability whether criminal or civil suffered and legal fees and costs incurred by the Distributor in the course of conducting the Business and resulting from:
5.3.1 any act, neglect or default of the Principal, the Principal’s agent or their agents, employees, licensees or customers
5.3.2 any successful claim by any third party alleging libel or slander in respect of any matter arising from the supply of the Products or the conduct of the Business in the Territory provided that such liability has not been incurred by the Distributor through any default in carrying out the terms of this Agreement
5.4 Delivery of Products
Subject to availability to supply to the Distributor or the customers of the Distributor in the Territory the Products in accordance with orders received from the Distributor which:

5.4.1 comply in all respects with relevant governmental or other regulations in the Territory
5.4.2 are of merchantable quality
5.4.3 conform to sample and specification limits
5.4.4 are at prices notified to the Distributor by the Principal on a case to case basis
5.4.5 are delivered with all reasonable dispatch as provided in the specific sales contract
5.5 Extension of Term
To extend the Term for one further period of two years without break in continuity provided that the Distributor:
5.5.1 has properly observed and performed its obligations under this Agreement throughout the Term
5.5.2 serves a notice on the Principal requiring such extension not later than 30 days before the Expiry Date
5.5.3 accepts that the terms of this Agreement shall apply to any extension of the Term under this clause
5.6 Extension of Territory
5.6.1 To give to the Distributor not less than 60 days' written prior notice of the Principal's intention to appoint any person other than the Distributor and of the terms of such appointment:
5.6.1.1 to sell the Products or goods similar to the Products
5.6.1.2 in any places adjoining the perimeter of the Territory
5.6.2 Such notice may be treated by the Distributor as an offer of an equivalent appointment and before its expiry the Distributor may give written notice to the Principal that it will take up such appointment on such terms
5.6.3 Not to offer to any other person terms more favourable than those contained in the notice within 90 days of the expiry of the notice
5.7 Extension of Products
To add to the Products the goods regularly produced by the Principal and/or traded by the Principal’s agent provided that the Distributor:
5.7.1 has properly observed and performed its obligations under this Agreement so far
5.7.2 has achieved the Minimum Annual Performance so far
5.7.3 executes an annex to this Agreement in respect of the addition
5.8 No assignment
Not to assign the benefit of this Agreement without the prior consent of the Distributor

6 Distributor's obligations
The Distributor agrees with the Principal throughout the Term:
6.1 Diligence
At all times to work diligently to protect and promote the interests of the Principal
6.2 Exclusive agency and territory
Not without the previous consent in writing of the Principal to be concerned or interested either directly or indirectly in the supply of any goods in the Territory which are similar to or competitive with the Products
6.3 Diligently to promote
At all times diligently to promote and procure sales of the Products throughout the Territory and in particular to achieve the Minimum Annual Performance by appropriate means including:
6.3.1 personal visits to and correspondence with such purchasers
6.3.2 advertising and distribution of publicity matter subject however to the specific prior approval in writing in all cases by the Principal of the form and extent of such advertising and publicity matter
6.4 Good faith
In all matters to act loyally and faithfully toward the Principal
6.5 Compliance
6.5.1 To conduct the Business in an orderly and businesslike manner
6.5.2 To comply in the conduct of the Business with all laws and bylaws of a governmental nature applicable to the Business
6.6 Disclosure
On entering into this or any other agreement or transaction with the Principal during the Term or any continuation of it to make full disclosure of all material circumstances and of everything known to it respecting the subject matter of the relevant conduct or transaction which would be likely to influence the conduct of the Principal.
6.7 Pass on information
6.7.1 To refer to the Principal any inquiries from prospective customers or other leads outside the Territory
6.7.2 To supply to the Principal information which may come into its possession which may assist the Principal to effect sales or other dealings for the Business or in the Products outside the Territory
6.8 Secrecy
6.8.1 Not at any time during or after the Term to divulge or allow to be divulged to any person any confidential information relating to the goods, business or affairs of the Principal other than to persons who have signed a secrecy undertaking in the form approved by the Principal

.8.2 Not to permit any person to act or assist in the Business until such person has signed such undertaking
6.9 Disputes
In the event of any dispute arising between the Distributor and a customer or prospective customer, forthwith to inform the Principal and provide the Principal with details of the circumstances of the dispute.

6.10 Notice
To comply with the terms of any Default Notice as defined in clause [8.2] specifying a breach of the provisions of this Agreement and requiring the breach to be remedied so far as it may be but nothing in this clause is intended to require the Principal to serve notice of any breach before taking action in respect of it
6.11 Sub-distributors
6.11.1 To appoint sub-distributors
6.11.2 To be responsible for the activities of any properly appointed sub-distributors
6.12 Assignment
6.12.1 Not to assign charge or otherwise deal with this Agreement in any way without the consent of the Principal
6.12.2 In the case of an intended assignment by the Distributor such consent shall not be unreasonably withheld subject that the proposed assignee shall agree directly with the Principal to be bound by the terms of this Agreement
6.13 Grant back
If at any time during the Term the Distributor makes or discovers any improvements to the Business and/or the marketing of the Products forthwith to provide the Principal with all necessary details.
6.14 Prompt payment
To pay promptly all sums due to the Principal in respect of the supply by the Principal to the Distributor of the Products.
6.15 Indemnity
To indemnify and keep indemnified the Principal from and against any and all loss damage or liability (whether criminal or civil) suffered by the Principal resulting from a breach of this Agreement by the Distributor including any act, neglect or default of the Distributor's agents, employees, licensees or customers.
6.16 Pay expenses
To pay al6.17 No warranties
Not to make any representations to customers or to give any warranties other than those contained in any standard terms and conditions laid down by the Principal from time to time