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This Agreement is made on [date]

Parties

1. 1

   [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and

1. 2

   [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor);

   each of the Manufacturer and the Distributor being a party and together they are the parties.

Background

1. 1. (A)

      The Manufacturer manufactures [and supplies] the Products.

   1. (B)

      The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement.

The parties agree:

1. 1. 1

      Definitions

      1. 1.1

         In this Agreement:

         Active Sales

         1. •

            has the meaning given in Article 8(7) of VABEO;

         Affiliate

         1. •

            means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;

         Business Day

         1. •

            means a day other than a Saturday, Sunday or bank or public holiday in England;

         Confidential