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exclusivity agreement

this exclusivity agreement (this "agreement") is made effective as of , between , of , , ("seller"), and , of , , ("buyer").

whereas, buyer and seller desire to enter into an exclusive agreement with regard to the purchase and sale of , hereinafter called product; and

whereas, buyer and the seller are entering into this agreement in good faith and are relying on its terms;

now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

exclusivity. exclusivity period shall mean the period starting at and ending on . during the exclusivity period, the buyer will not directly or indirectly, through any employee, agent, or otherwise, and will not permit any of its agents to solicit, initiate or encourage, any offers or proposals relating to the purchase of the above mentioned product. buyer and seller agree that during the exclusivity period, buyer shall purchase product exclusively from seller and not from any other vendor. the seller hereby gives the buyer the exclusive right to sell the product upon the terms as set forth below.

items purchased and price. seller agrees to exclusively sell, and buyer agrees to exclusively buy, the following products (the "goods") in accordance with the terms and conditions of this agreement:

resale price. the seller hereby gives the buyer the exclusive right to sell the product at the purchase price stated in section 2 or at any price and upon such different terms as may be accepted by the seller.

payment. payment shall be made to

in addition to any other right or remedy provided by law, if buyer fails to pay for the goods when due, seller has the option to treat such failure to pay as a material breach of this agreement, and may cancel this agreement and/or seek legal remedies.

delivery. time is of the essence in the performance of this agreement. arrange for delivery, by carrier chosen by seller, make the goods available to buyer

warranties.

seller shall in no event be liable for any incidental, special, or consequential damages of any nature, even if seller has been advised of the possibility of such damages.

inspection. buyer, upon receiving possession of the goods, shall have a reasonable opportunity to inspect the goods to determine if the goods conform to the requirements of this agreement. if buyer, in good faith, determines that all or a portion of the goods are non-conforming, buyer may return the goods to seller at buyer must provide written notice to seller of the reason for rejecting the goods. seller will have days from the return of the goods to remedy such defects under the terms of this agreement.

default. the occurrence of any of the following shall constitute a material default under this agreement:

non-disparagement. agrees that it will not, during the exclusivity period plus one year immediately following the exclusivity period, make comments, whether oral or in writing, that tend to disparage or otherwise injure the or any person associated with or representing the , unless ordered to do so by a court of competent jurisdiction or otherwise required by law. this clause shall include, but not be limited to, any third-party media outlet, website or forum. any and each violation of this non-disparagement provision shall constitute a breach of the agreement by and entitle the to bring a legal action for appropriate relief in equity, including damages.

notices. any notice or communication required or permitted under this agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. the notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

remedies on default. the parties acknowledge and agree that, seller is entitled to equitable remedies including injunction and specific performance for the breach of any provisions of this agreement. in addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this agreement if the default is not cured within days after providing written notice to the defaulting party. the notice shall describe with sufficient detail the nature of the default.

the parties acknowledge and further agree that, seller is entitled to equitable remedies including injunction and specific performance for the breach of any provisions of this agreement.

entire agreement. this agreement contains the entire agreement of the parties regarding the subject matter of this agreement, and there are no other promises or conditions in any other agreement whether oral or written. this agreement supersedes any prior written or oral agreements between the parties.

amendment. this agreement may be modified or amended if the amendment is made in writing and signed by both parties.

severability. if any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. if a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

assignment of rights. the rights of each party under this agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

waiver of contractual right. the failure of either party to enforce any provision of this agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.

applicable law. this agreement shall be governed by the laws of the state of .

signatures. this agreement shall be executed on behalf of by , and on behalf of by .