Distribution Agreement
经销合作协议
Contract No.：
合同编号：This Agreement is made on __________, 200 _ (the “Effective Date”) by and between: , a company duly incorporated under the laws of the Pepole’s Republic of China, with its principal office at , Guangdong, China,(hereinafter referred to as “Supplier”)and_____ , a company duly incorporated under the laws of ____, with its principal office at_________________________ (hereinafter referred to as “Distributor”).
本协议于200 年月日签署并生效，协议双方为：
甲方：，一家依据中华人民共和国法律设立存续的企业，主要营业地址位于（以下称为“供货商”）；
乙方：：，一家依据法律设立存续的企业，主要营业地址位于（以下称为“经销商”）。
WHERE AS, Supplier is in the business of designing, developing, manufacturing, marketing and selling LED lighting products (“Products”). Supplier wishes to engage and sell to Distributor, and Distributor agrees to the engagement and to purchase from Supplier and promote, market and sell Products in the territory specified herein.
鉴于，甲方为一家集LED照明产品的研发、设计、生产制及销售于一体的企业，且希望与乙方建立合作关系并销售产品予乙方，同时乙方同意与甲方建立合作关系并从甲方购买产品在本协议所指定的区域内开展销售、推广业务活动。
NOW THEREFORE, in consideration of the mutual covenants and premises, Supplier and Distributor agree as follows:
因此，甲乙双方经协商达成如下条款约定：
Article1. Distributorship
经销合作关系
1.1Supplier hereby appoints Distributor as a non-exclusive distributor of Products (as further
set forth in Exhibit A) under the trademark of “” in the territory of (“Territory”) to sell the Products to its customers, subject to all duties of distributorship reasonably imposed by Supplier, and Distributor hereby accepts such engagement and agrees to be bound by all such duties including without limitation the duties herein.
甲方在此授权乙方作为其“”商标的产品（如附件一所示）在区域内的非独家经销商，在授权区域内开展产品销售，并在经销商责任范围内应由其承担的全部责任，乙方同意接受甲方的授权并受愿意受本协议约定及其他应由其负担的义务、责任的约束。
1.2Distributor shall, do its efforts, achieve the sales volume as dollars. If Distributor
fails to accomplish seventy percent (70%) of the sales volume, Supplier has the right to
cancel Distributor’s qualification and terminate this agreement.
乙方承诺将尽其最大努力在双方合作期内实现美元的经销目标。若乙方完成的产品销售量未能达到经销目标约定的70%，甲方将有权取消乙方的经销商资格并终止本协议。
1.3Supplier shall supply Products to Distributor exclusively. Distributor shall not, without
Supplier written consent, during the period herein and for five (5) years thereafter, purchase Products from any third party.
乙方只能选择甲方作为经销产品的独家供货方。未经甲方事先书面同意，在双方合作期间及合作终止后五年内，乙方不得再行选择向其他任何第三方购买经销产品。
1.4The Term of this Agreement shall be for one (1) year from the Effective Date hereof and
shall be renewed automatically for one-year terms thereafter unless terminated in
accordance with the terms herein or with a written notice of non-renewal by one party to
the other thirty (30) days prior to a given term. The notice must be made by certified mails.
本协议项下双方的合作期限自协议签订生效之日起为期一年。若未出现本协议约定的可以提前终止或解除的情形，或一方未在合作期限届满前以书面形式通知对方不再续约的，则本协议于期限届满后自动续约一年。
Article2. Duties of Distributor
乙方责任
2.1 During the Term hereof, Distributor shall:
(Ⅰ) exercise best efforts to promote, market and sell the Products in the Territory in an effective manner and to maintain and promote the goodwill of Supplier and its Products,
(Ⅱ) actively participate in any and all marketing activities and promotions initiated and/or sponsored by Supplier subject to Supplier’s guidelines,
(Ⅲ) maintain competent and aggressive sales and technical personnel to provide for appropriate demonstration and support of the Products including without limitation, effective and timely response to inquiries from the customers regarding the Products care, use, application and related service,
(Ⅳ) provide to Supplier weekly inventory of the Products, monthly point-of-sales report and quarterly sales analysis reports. Distributor will furnish such reports to Supplier according to the following schedule: monthly reports within five (5) days after the end of the month, and quarterly reports within ten (10) days after the end of the calendar quarter.
All reports shall comprise the quantities of any and all Products sold by Product type including model, number, customer name and address, and such other information pertaining to Distributor’s sale and distribution hereunder,
(Ⅴ) Distributor agrees that it shall keep, for the minimum of two (2) years, customers’ records and books of accounts relating to its performance hereof. Supplier may inspect, at its own expenses, the documents for Distributor’s compliance with this Agreement and/or duties otherwise imposed by Supplier or mutually agreed.
(Ⅵ) Without Supplier’s written permission, Distributor and its agents shall not sell Products in or to other territory not specified herein,