The Supplier undertakes to make available to the Distributor (by e-mail in PDF format) the descriptive documentation, promotional material, technical manuals and promotional material in English on the Supplier`s products that the Supplier has from time to time for such purposes. The distributor has the right to translate these materials into the languages of the territory at its own expense. The Supplier reserves ownership of all proprietary rights, including the intellectual property rights of the translated versions of the Materials. The distributor is solely responsible for the accuracy of the translations and makes available to the supplier a copy of each translated work. The distributor must immediately revise the materials (at the distributor`s expense) after notification from the supplier. (b) restrictions on the distributor`s activities. The distributor may not: (i) set up a warehouse or sales office for products located outside the territory, (ii) carry out advertising activities concerning products that are aimed primarily at customers outside the territory; iii) request orders for products from potential customers outside the territory or iv) make changes to the products or their packaging without the prior written consent of the supplier. The distributor shall keep accurate records of all its activities, to the extent reasonably necessary to determine compliance with the terms of this Agreement, including accounting records, customer sales records and administrative submissions. The distributor shall keep such recordings for at least three years after their establishment or creation. During the term of this Agreement and for a period of 18 months therefly, the Supplier shall have the right to consult and audit such records.

This Agreement is in all respects governed by the laws of the State, of the United States, which apply without reference to conflict of laws rules that might otherwise apply to other laws. The United Nations Agreement on Contracts for the International Sale of Goods shall not apply to purchases or transactions carried out in accordance with this Agreement. The jurisdiction for all actions brought against each other by the parties to this Agreement with respect to or as a result of this Agreement shall be appropriate only for an appropriate [State] State Court or the United States District Court for the district of the state. . . .

Posted in Uncategorized