EXCLUSIVITY DISTRIBUTORAGREEMENT1. DEFINITION1.1Worldwide Agent:指外贸公司（代理工厂全球市场）1.2Distributor:国外客户（国家或者地区）独家经销商1.3Manufacturer:工厂1.4Commodities:产品1.5Territories:独家经销地区1.6Customers:产品的分销商或者最终用户1.7Agreement:The Agreement drawn hereby between the AGENT and theDISTRIBUTOR and the MANUFACTURER, hereinafter refersto as the AGREEMENT.2.ASSIGNMENT2.1The AGENT hereby agrees to grant the sole distributorship of theCOMMODITIES to the DISTRIBUTOR in the Territories for aperiod stipulated in Section 4.2.2The DISTRIBUTOR has the exclusive right to sell theCommodities within the TERRITORIES.3.TERMS AND CONDITIONS3.1The DISTRIBUTOR shall exclusively distribute ZXMCO madeCOMMODITIES. It cannot sell other China made brands ofmotorcycles, mopeds, scooters, ATV, and tricycles without anyapproval from the AGENT.3.2The AGENT and the MANUFACTURER shall not sell, deliver,or distribute the COMMODITIES to other entities orpersonalities in the Morocco.3.3The DISTRIBUTOR shall do his best effort to distribute theCOMMODITIES.3.4The DISTRIBUTOR shall from time to time endeavor enoughmarketing and advertisement to promote the COMMODITIES inthe Territories.3.5The DISTRIBUTOR shall build up the dealer network andestablish or appoint Service Center in different areas to providewarranty service for the Commodities sold to Customers in orderto guarantee the Customer satisfaction of the after sales services.Dealer networks shall be built up as follows:CITY 2004 2005Total:3.6The AGENT and MANUFACTURER shall supply at their owndiscretion 2% spare parts of the Commodities to theDISTRIBUTOR for warranty services. The DISTRIBUTORshall keep adequate non-warranty services related spare parts toensure customers’ satisfaction on the afte r sales service.3.7The DISTRIBUTOR shall warrant the Commodities undernormal wear and tear, 10,000 km. or 1 year from the date of salesto Customer, whichever comes first. Should a majormanufacturing quality problem occur, DISTRIBUTOR shallinform the AGENT immediately for remedy action which will beat the expenses of MANUFACTURER and AGENT.3.8The MANUFACTURER and AGENT shall supply parts when theDISTRIBUTOR places the order.3.9The MANUFACTURER and AGENT shall train the salesmenand technical persons at the expenses, and provide the technicalsupport for the future development.3.10The DISTRIBUTOR shall report to the AGENT the inventorystatus of motorcycle and spare parts every month or at the requestof the AGENT and MANUFACTURER for the COMMODITIESand parts.3.11The DISTRIBUTOR shall update the AGENT any information oncompetitors, policies, laws, regulations, taxes, duties and othermatters that will affect the distribution and sales of theCOMMODITIES.3.12The AGENT and MANUFACTURER shall indemnify theDIST RIBUTOR with respect to Customer’s claims on warrantyof parts and COMMODITIES.3.13The AGENT and MANUFACTURER disclaim all otherwarranties including, without limitation, the implied warranty ofmerchantability.3.14The AGENT and the MANUFACTURER shall not be liable atany time for any consequential, incidental, direct or indirectdamages taken place in the TERRITORIES.4.V ALIDITY AND RENEWAL OF AGREEMENT4.1This Agreement hereby drawn between the AGENT and theDISTRIBUTOR will be valid for a period or until such time bothparties agree to terminate such agreement. This AGREEMENTis valid from the date of this agreement till December 2005 andrenewable annually subject to the condition that DISTRIBUTORcan achieve the yearly target listed below that is set mutually bythe DISTRIBUTOR and the AGENT:Min. Total 产品名称Jan. – Dec. 2004 1,100 unitsJan. – Dec. 2005 1,500 units4.2The Terms and Conditions will be updated when necessary toaccommodate the sales and distribution of the Commodities.5.TERMINATION OF AGREEMENT5.1Either the AGENT or the DISTRIBUTOR can terminate theAgreement upon prior six (6) months written notice given to theother party subject to condition of clause 5.2.5.2The AGENT can terminate the AGREEMENT whenDISTRIBUTOR violated any of the terms and conditions set inthis Agreement. However, prior to termination, AGENT shallnotify in writing the terms and conditions violated by theDISTRIBUTOR, and the latter be given the opportunity toexplain and rectify it.5.3AGENT and DISTRIBUTOR expressly agree that anycontroversy or claim arising out of, in connection with, orrelating to this Contract or the interpretation, performance orbreach thereof, shall be submitted for arbitration in Chinaapplying China law. For this purpose, the Parties recognize thatthis Agreement is deemed to have been made in China.5.4The Agreement will automatically be terminated if theDISTRIBUTOR is insolvent.6. ASSIGNMENT AND ACCEPTANCE OF AGREEMENTBoth the AGENT and the DISTRIBUTOR hereby agree to accept the above terms and conditions herein stated in this Agreement.AGENT: DISTRIBUTOR:Date:____________________ Date:___________________。