This Agreement sets forth the terms by which the Parties agree that Distributor shall market, promote and sell Supplier’s products (the “ Products”), on a non-exclusive basis, in the Territory via the Authorized Sales Channels ( defined herein).
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Non-Exclusive Right to Sell ESI Products in the Defined Territory
Subject to the Restrictions below, Distributor shall have a non-exclusive right to sell the Products in the Territory via the Authorized Sales Channels stipulated below.
Distributor” shall be defined as a customer of Supplier that purchases the products for resale to downline retailers. In the event where Distributor instead sells products to the end consumer, Distributor will be considered in that function to be a Dealer and will be subject to the conditions of the separate “ESI Grips Authorized Dealer Agreement.” If Distributor is selling outside the agreed Territory or Authorized Sales Channels, Distributor shall be liable to the Supplier for any and all damages associated with products being sold outside of the Territory or Authorized Sales Channels by the Distributor. These damages shall include but not be limited to all attorneys’ fees and costs associated with enforcement and remediation of such violation(s). This Section 1(b) shall survive termination of this Agreement to the extent that the products were purchased from Supplier. A “
Product” shall be defined as an item manufactured or marketed by Supplier that is intended for sale. “
Authorized Sales Channels” shall include: (i) Distributor’s own physical brick & mortar buildings; (ii) Distributor's temporary storefronts at events and tradeshows; (iii) Distributor’s physical or digital catalog; and (iv) Distributor’s company-owned website(s) which exist at the following URLs: