Preamble

This Agreement is made between Acme Climate Co. , a company engaged in the manufacture and sale of certain products (“Products”), and [Distributor Name], who wishes to purchase and distribute said Products within a defined territory. The parties intend to establish a mutually beneficial relationship whereby the Distributor will act as the exclusive distributor for the Company in the agreed-upon geographic area.

1. Appointment, Acceptance & Scope

a. Exclusive appointment
The Company appoints the Distributor as its exclusive distributor of the Products within the specified Territory. The Distributor agrees to limit its sales and distribution activities solely within this region and not to transfer Products outside the Territory without the Company’s written consent. The Company likewise agrees not to supply or sell the Products within the Territory through any party other than the Distributor.

b. Territory
The Distributor’s rights apply exclusively to the geographic areas and markets defined in Appendix A (Territory Description).

c. Products
The Products covered by this Agreement include those listed in Appendix B (Product List), which may be amended from time to time in writing.

2. Orders, Price, Terms of Sale & Payment

a. Order process
The Distributor shall submit orders directly to the Company. The Company will confirm acceptance or provide a valid rejection reason within 12 business days. If no response is received within this period, the order shall be deemed accepted and binding.

b. Pricing and shipment
The Company agrees to sell the Products in accordance with the prices and volume discounts listed in Schedule A. Price increases may occur no more than once per year, with at least 12 days’ notice, and shall not exceed a 20% increase from the previous year's pricing.

3. Representations

Both the Company and the Distributor make the following representations and warranties:

a. Distributor status
The Distributor is a duly organized and validly existing entity in good standing under the laws of Australia. It is authorized to conduct business within the Territory and complies with all applicable laws and regulations relevant to the sale and distribution of the Products.

b. Company status
The Company is a duly organized and validly existing corporation in good standing under the laws of California. It complies with all laws applicable to its operations and specifically to the manufacture and sale of its Products.

c. Product quality
The Company represents that the Products shall be free from defects in design, materials, and workmanship and shall conform to the specifications provided.

d. Authority
Each party affirms it has full authority to enter into this Agreement and that doing so does not breach any other existing agreements.

4. Responsibilities of Distributor

The Distributor agrees to perform its obligations under this Agreement with diligence and professionalism. It shall operate independently, managing its own staff and resources, and shall bear all costs associated with its operations. The Distributor also agrees to use best efforts to promote and distribute the Products within the defined Territory.

5. Responsibilities of Company

The Company agrees to:

a. Provide training
Upon request, offer up to 10 hours of training free of charge to assist the Distributor and its staff in understanding the features and handling of the Products.

b. Supply marketing materials
Furnish, at no cost, a reasonable quantity of brochures, promotional materials, and technical documentation necessary to support product sales.

c. Offer ongoing support
Provide sales and technical support to the Distributor as reasonably necessary during the course of this Agreement.

6. Confidential & Proprietary Information

a. Definition
"Proprietary Information" refers to any confidential business, technical, or financial information disclosed by either party, whether in written, verbal, or electronic form, including but not limited to product specifications, pricing, strategies, customer data, and internal processes.

b. Confidentiality obligation
The receiving party agrees to treat such information as strictly confidential and use the same level of care it would use for its own proprietary information. Disclosure to third parties is prohibited without prior written consent, except as required by law.

c. Permitted disclosure
If disclosure is required by law or a court order, the receiving party shall notify the disclosing party in advance and allow a reasonable opportunity to object or seek protective orders.

d. Exclusions
Confidentiality obligations shall not apply to information that: (i) was already known without restriction, (ii) becomes public through no fault of the receiving party, (iii) is disclosed by a third party lawfully, (iv) is developed independently, or (v) is approved for release in writing by the disclosing party.

e. Return or destruction
Upon termination or request, all proprietary information shall be returned or destroyed promptly by the receiving party.

7. Duration & Termination

a. Effective date and duration
This Agreement shall commence on the effective date listed above and shall remain in force for a period of twelve (12) years, unless terminated earlier in accordance with the terms below.

b. Distributor option to renew
The Distributor may renew this Agreement for an additional two (2) years by providing written notice to the Company at least ninety (90) days prior to the expiration of the initial term.

c. Termination
Either party may terminate this Agreement early if the other party:

• (i) becomes insolvent, bankrupt, or enters into liquidation;

• (ii) assigns its assets to creditors or is nationalized; or

• (iii) materially breaches the Agreement and fails to cure such breach within thirty (30) days after written notice.

In the event of a repeated breach of the same obligation, the non-breaching party may terminate this Agreement immediately upon written notice.

8. Rights of parties at termination

a. Obligations after termination
Upon termination or expiration, the Company has no further obligations to the Distributor, except to fulfill any product orders accepted prior to the termination date or within twenty (20) days thereafter.

b. Survival
All obligations related to confidentiality, indemnification, warranties, and liabilities that by their nature survive termination shall remain in effect.

9. Indemnification & limitation of liability

a. Indemnification
Each party (“Indemnifying Party”) shall indemnify and hold harmless the other party (“Indemnified Party”) and its officers, employees, and affiliates from any claims, losses, liabilities, or expenses arising from:

• negligence or misconduct;

• breach of representations or obligations;

• violation of laws or regulations;

• infringement of intellectual property; or

• any other violation of the Agreement.

b. Limitation of liability
Neither party shall be liable for any indirect, special, or consequential damages arising out of or related to this Agreement or the use of the Products, regardless of the cause of action.

10. Force majeure

Neither party shall be held liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, civil unrest, strikes, pandemics, government actions, or supply chain failures. Such delays shall not constitute a breach of this Agreement.

11. Trademarks

The Distributor shall not dispute or contest the Company’s ownership of any trademarks or trade names. The use of such marks by the Distributor shall be subject to the Company’s prior approval and branding guidelines.

12. General provisions

a. Amendments
This Agreement may only be modified in writing and signed by both parties.

b. Governing law
This Agreement shall be governed by the laws of the State of California, without regard to conflict-of-law principles.

c. Disputes
Any disputes that cannot be resolved in good faith within 12 days shall be submitted to binding arbitration under the rules of the American Arbitration Association. The parties shall equally share the arbitration costs. The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.

d. Assignment
Neither party may assign its rights or obligations under this Agreement without the other party’s written consent.

e. Counterparts
This Agreement may be executed in counterparts, including electronic or scanned copies, each of which shall be deemed an original.

IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorized officers and made effective as of the date first written above.

Schedule A — Prices and Discount Terms

This Schedule forms part of the Distributor Agreement and outlines the applicable pricing structure and volume-based discounts available to the Distributor.