Electro Fitness Personal Trainer Franchise
Party A: Party B: BODYTECH CO., LTD Party A's Authorized Territory: Based on the equality and mutual benefit, both parties made and entered into the following agreement on,both parties should carry out business according to the following terms and condition upon signature. ARTICLE I....
Party B: BODYTECH CO., LTD
Party A's Authorized Territory:
Based on the equality and mutual benefit, both parties made and entered into the following agreement on,both parties should carry out business according to the following terms and condition upon signature.
ARTICLE I. APPOINTMENT
Appointment. Party B hereby appoints Party A as Party A's nonexclusive distributor of Products in the Territory, and Party A accepts that position. It is understood that Party A 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.
Referrals. If Party B or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory, Party B shall, or shall cause that Affiliate to, refer such party to Party A.
Relationship of Parties. Party A is an independent contractor and is not the legal representative or agent of Party B 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 Party B. Party B shall not exercise any control over any of Party A's employees, all of who are entirely under the control of Party A. Party A shall be responsible for the acts and omissions of Party A's employees.
ARTICLE II. THE PRODUCT
Sale of Products
Party A 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 Party A's best efforts are used as provided in this Section, a minimum of Products ("Attachment A") 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.
Competing Products. Party A 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.
Advertising. Party A 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 Party A of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Party A shall use the Trademarks in all advertisements and other activities conducted by Party A to promote the sale of the Products.
New Products. If Party B or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or distribute, any product other than the Products, Party B shall immediately notify, or cause such Affiliate to notify, Party A of that fact and of all details concerning that product. Party A may request from Party B distribution rights for that product in the Territory, or any portion thereof, and if so requested, Party B shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Party A on terms and conditions no less favorable than those provided in this Agreement with respect to Products. If Party A does not obtain those distribution rights or obtains them only for a portion of the Territory, and Party B or an Affiliate later desires to offer those distribution rights for the Territory or any portion thereof to another party, Party B shall first, or shall cause such Affiliate to first, make that offer in writing to Party A 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. Party A may request, and Party B shall promptly provide, or shall cause such Affiliate promptly to provide, further information concerning the product or the offer. If Party A fails to accept such offer, Party B 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 Party A. If Party B or the Affiliate desires to make a better offer to another party, Party B shall first, or shall cause the affiliate first to, make such better offer to Party A in accordance with the procedure set forth above.
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.