(中英文) Exclusive Distribute Agreement
经双方友好协商，甲方愿意委任 作为在 销售其产品的独家经销商。为了明确双方的权利和义务，特订立本协议。
Through the friendly negotiation of both parties, Party A agree to appoints sell Party A’s products as the exclusive distributors in . In order to make the right and obligation of both parties clear, conclude this agreement specially.
甲方：（以下简称甲方）(hereinafter referred to as Party A)
第一条、双方关系：Article 1, Relation between both parties:
During the period of validity, the relation between Party A and company is purely the relation between the buyer and the seller. This agreement doesn’t bring the attorneyship, either party can’t on behalf of another party to the third party, if therefrom cause losing to the other party, The party who going beyond his purview must undertake to compensate responsibility and law"s responsibility
第二条、产品 Article 2, Products.
Products referred in this agreement are toys, stationery and other products Party A manufacture.
第三条、经销权 Distribution right
Article 3, Party A give company exclusive right of import and sell his products in the range of .
第四条、专营权 Article 4, Exclusive right
Except for company, Party A can’t appoint other company as his distributor and agent in the range of .
第五条、价格 Article 5, Prices
Party A must offer the most favourable prices to Party B. The most favourable prices must be lower than normal trading prices.
第六条、交易方式 Article 6, Trade method
A contract shoule be signed on every business between both parties, both parties should subject to every contract.
第七条、卖方责任 Article 7, Responsibility of the Seller 1. 自费向乙方提供新产品的样品，每个样品为 1-2 个。
1. Offer new products samples to Party B at his own expense, each sample is 1 to 2 pcs.
2. Agree that Party B introduces Party A"s website to the customer when promoting business, and show his identity of exclusive distributor
3. During the validity period of agreement: If Party A get register of licensed products, or brand naem or other business symbol, must offer to Party B immediately.
4. 甲方必须将希望与其建立商业关系的 境内新客户转给乙方。
4. Party A should transfer the new customers who want to establish business relationship with Party A in the range of to Party B.
5. Offer suggestion and materials contributing to promoting the sale of products constantly.
第八条、经销商责任 Article 8, Responsbility of distributor 1. 自费维持一个有经营能力的机构，切实地为甲方推销产品。
1. Maintain a organizations with management ability at his own expense, promote the sale of products for Party A practically.
2. Participate in some fairs or make advertise material such as website, product catalog in order to promote Party A"s products at his own expense.
3. 在本协议的有效时限内，第一年的每个月的交易额必须达到 万美元，以后每年递增20％ 3. During the validity of this agreement, business amount of each month in the first year must reach USD, and increase progressively 20% every year afterwards
4. Party A offer a bank which approved by Party A as settlement bank.
5. 不得购买和销售其他公司的同类产品 5. Can’t purchase or sell similar products of other companies.
6. 不断地向甲方提供国内相关的商业情报 6. Offer related domestic business information to Party A constantly.
第九条、有效时限 Article 9, Valid time limit
This agreement comes into force since the , the term of validity is years.
If the two Parties can’t agree to re-sign this agreement three months before the expiration of this agreement, then this agreement will be invalid when it expires and the two parties will not restricted by it any more.
第十条、违约 Article 10, Breach of contract
If a noncompliance has taken place to either party of this agreement, another party should inform hime to correct by written. If delinquent partiy do not correct its noncompliance yet within three months, then another party has the right to discontinue this agreement.
第十一条、一般条款 Article 11. General clause
1. 不可抗力. Force majeure clause
If either Party At this agreement experiences an incident out of strength so as to be disable to perform this agreement in whole or in any part of obligation under this agreement, can release its responsibility in the following range. Such as fire, floods, tsunami, earthquake, striking by lightning, typhoon, whirlwind, epidemic disease, exploding, mechanical accident, war, rebellion, punishing, laborer’s dispute or policy action of government or other reason that really the impersonal force can be resisted.
But the party should get the written notice of force majeure reason made by the government or relevant organizations and send to another Party At the quickest speed until another party should inform to confirm receiving.
2. 转让. Transfer
On this agreement, before another Party Agrees clearly in an written way, any transfer of either party which involves right and obligation of this agreement stipulates is invalid.
3. 商业机密 Business Secret
3. In the period of validity and one year after expired, either party of this agreement shouldn’t let out the business secret between both parties to the other person，if lead to the fact therefrom that the interests of another Party Are lost, another party has right of demanding the economic responsibility of the party which lets out business secret.
4. 仲裁 Arbitration
4. While resulting in disagreeing because of this agreement or its relevant thing, the two parties should consult and solve in a friendly way, if can’t solve, should submit to China Council for the Promotion of International Trade ( CCPIT ) for arbitrating, the arbitration is the end, the rational expenses that happened between both parties because of carrying on arbitration are born by party losing the lawsuit.
5. 协议文本 Agreement Text
5. This agreement is written both in English and Chinese, if there is conflict between two kinds of languages on the meaning of word, an eclectic judge should be made according to the meanings of two kinds of languages. 本协议一式 份， 双方各执一份。This agreement is in , each party holds one.
This agreement will come into force in appointed time after both parties sign.
签订地点 Place of Sign.
乙方 Party A