**Medical Device CGM Exclusive Distribution Agreement (English Version)**
**Party A (Supplier):**
Company Name:
Registered Address:
Contact Person:
Contact Information:
**Party B (Exclusive Distributor):**
Company Name:
Registered Address:
Contact Person:
Contact Information:
---
**Article 1 - Purpose of Agreement**
The purpose of this Agreement is to clarify the rights, obligations, and other relevant terms between both Parties by authorizing Party B to sell and promote Continuous Glucose Monitoring (CGM) products for Party A within the designated territory.
---
**Article 2 - Exclusive Distribution Rights**
Party A agrees to grant Party B exclusive distribution rights within the following territory:
* **Territory:**
* **Products:** CGM Series Products (Specific models listed)
* **Term:** This Agreement shall be effective from the date of signing, with an initial term of **[Number] years**, renewable upon expiry.
---
**Article 3 - Security Deposit and Expense Deduction**
1. **Security Deposit:** Party B agrees to pay Party A a security deposit of USD 100,000 upon the effectiveness of this Agreement.
2. **Expense Deduction:** For each order placed by Party B, twenty percent (20%) of the order amount shall be deducted against Party B's security deposit. Party B shall only be required to pay eighty percent (80%) of the order amount.
3. **Security Deposit Balance:** Party B's security deposit balance shall not fall below USD 20,000. When the security deposit balance falls below this amount, Party B shall replenish it to USD 100,000 within ten (10) business days upon receipt of notice from Party A.
4. **Security Deposit Refund:** If Party B has not committed any material breach upon expiration of the Agreement, Party A shall refund the remaining security deposit to Party B within thirty (30) business days, without interest.
5. **Security Deposit Amount** the amount of security deposits changes by country population.. Security deposits have maximum and minimum values.
---
**Article 4 - Sales Targets and Performance Requirements**
1. **Sales Targets:** Party B shall achieve the minimum annual sales targets set by Party A, as detailed below:
* Year 1 Sales Target: (Amount or Quantity)
* Year 2 Sales Target: (Amount or Quantity)
* Year 3 Sales Target: (Amount or Quantity)
2. If Party B fails to achieve the annual sales target, Party A has the right to adjust or terminate Party B's exclusive distribution rights.
3. **Sales Reports:** Party B shall provide Party A with quarterly sales reports, including sales volume, market feedback, and customer demand information.
---
**Article 5 - Supply and Pricing**
1. **Supply:** Party A shall supply goods promptly according to Party B's orders. Specific supply cycles, quantities, and specifications shall be as per the contracts between the Parties.
2. **Pricing:** Party A shall negotiate and determine the wholesale price of the Products with Party B and maintain price stability. Party A shall not unilaterally adjust product prices during the term of this Agreement.
3. **Price Adjustment:** If Party A needs to adjust product prices due to market conditions or cost changes, it must provide Party B with ninety (90) days' prior written notice, along with sufficient explanation and justification.
---
**Article 6 - Payment Terms and Settlement**
1. **Payment Terms:** Payment for each order by Party B shall follow these conditions:
* Party B shall only pay eighty percent (80%) of the order amount, with twenty percent (20%) of the total order value deducted from the security deposit.
* Upon order confirmation, Party B shall pay the 80% amount within five (5) business days.
2. **Late Payment:** If Party B fails to make payment on time, Party A has the right to suspend supply until payment is received in full.
3. **Settlement Method:** Payments made by Party B for orders may be deducted from the security deposit until the security deposit balance is restored to its original amount.
---
**Article 7 - After-Sales Service and Technical Support**
1. Party B shall provide after-sales service for all products sold, including installation, commissioning, maintenance, consultation, etc.
2. Party A shall provide Party B with necessary technical training and support to ensure Party B possesses the capability to provide after-sales service.
3. Party B shall report customer usage feedback and any after-sales issues to Party A within thirty (30) days after product sale.
---
**Article 8 - Intellectual Property Rights**
1. Party A retains ownership of all patents, trademarks, copyrights, and technical information related to the CGM products.
2. Party B shall not use, copy, sell, or transfer Party A's intellectual property without Party A's prior written authorization.
---
**Article 9 - Confidentiality**
1. Both Parties shall maintain strict confidentiality regarding all business and technical information related to this Agreement and shall not disclose it to any third party without the other Party's prior written consent.
2. The confidentiality obligations shall survive the termination or expiration of this Agreement.
---
**Article 10 - Term and Termination**
1. **Term:** The term of this Agreement shall be **[Number] years**, effective from the date of signing.
2. **Termination Conditions:** This Agreement may be terminated by either Party under the following circumstances:
* **Breach:** If either Party fails to fulfill its obligations under this Agreement, the other Party has the right to terminate.
* **Bankruptcy or Liquidation:** If either Party enters bankruptcy proceedings, the other Party may terminate.
* **Failure to Meet Sales Target:** If Party B fails to achieve the sales target for two consecutive years, Party A has the right to terminate.
3. **Early Termination:** In case of early termination, Party A has the right to retain Party B's security deposit as liquidated damages.
---
**Article 11 - Rights of the Exclusive Distributor**
1. **Party A's Commitment:** During the term of this Agreement, Party A shall not cooperate with any other distributors in Party B's market. Party B shall be the sole sales channel in this market.
2. **Appointment of Sub-distributors by Party B:** Party B has the right to appoint other sub-distributors within its exclusive territory. The selection, management, and terms of cooperation with sub-distributors shall be determined by Party B at its sole discretion, and Party A shall provide reasonable cooperation.
3. **Prohibition of Other Agents:** Party A shall not enter into sales contracts or agreements with any other agents or distributors within the territory for which Party B is responsible.
---
**Article 12 - Dispute Resolution**
1. This Agreement shall be governed by the laws of the People's Republic of China.
2. Any dispute arising from or in connection with this Agreement shall be settled through friendly negotiation. If negotiation fails, the dispute shall be submitted to the **Arbitration Commission of [City]** for arbitration.
---
**Article 13 - Miscellaneous**
1. This Agreement shall become effective upon signing and sealing by both Parties. The Agreement is executed in two counterparts, with each Party holding one copy.
2. **Amendments:** Any amendments to the terms of this Agreement must be agreed upon in writing by both Parties.
3. **Supplementary Agreements:** Matters not covered herein may be agreed upon by the Parties through supplementary agreements.
---