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Distributor's Service Agreement
for ManufacturersThis agreement was created by a distributor to maintain confidentiality of his accounts, and to protect accounts from suppliers' direct selling attempts.
As you know, (Distributor) is in the business of designing and selling business forms, printing, distribution services and related print media to various business, non-profit, state and municipal organizations. We utilize manufacturers in the production of these products, and desire that you agree to do such manufacturing as we request.
This letter agreement sets forth the terms and conditions by which your company (the "Manufacturer" or "you") shall perform certain services for us, from time to time as we shall determine.
It is understood that you shall be privy to certain information about our business and customers, by virtue of your supplying products on our behalf, that is generally not known to our competitiors. You recognize the competitive nature of our business and acknowledge, accordingly, the necessity that certain restrictions be set forth herein to provide for our protection in this industry.
As an inducement to (Distributor) to place business with you, and in light of the foregoing and as a condition upon which we shall agree to use your facilities, you agree that neither you nor any individual or entity controlled by or affiliated with you by way of common stock ownership or employment or otherwise, whether now in existence or hereafter formed, merged with or acquired by you, or by whom you shall be acquired ("Affiliate") will solicit directly or indirectly or accept any business on your behalf or for the benefit of any other entity, whether it be an affiliate or otherwise, from any of our customers on whose account we give you work, or from any entity which you have knowledge to be an affiliate or other related entity of such customers, wherever located, for a period beginning on the date hereof and ending one (1) year after the last order is forwarded from us to you.
Further, you agree that neither you nor any such Affiliate will use or reveal to any third party any information which pertains to or might affect (Distributor). Such information shall include, but not be limited to, information concerning our business operations, types of business forms, printing, warehousing, distribution and related services, or customer list.
(Distributor) shall have the right to obtain injunctive relief against you or any such affiliate for any violation of the restrictions, together with the payment of damages, legal fees and court costs resulting from any violation of this Agreement.
You agree to indemnify us from and against any loss or expense, including reasonable attorneys fees and expenses, due to the violation of this Agreement by you or your Affiliate(s). This indemnity shall survive the termination of this agreement.
This agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns, and shall be governed by the laws of the State of ____________.
If the above meets with your approval, please sign and return a fully executed copy to me at the office address noted above.
Very truly yours,
__________________________
(President/CEO Name)
President/CEO
Company Name (Distributor)Agreed and Accepted:
By:________________________
Authorized Signatory
Date:____________________