General Distributor Agreement

A distribution contract can be international. The largest electronics and IT distributors, including Arrow Electronics, Avnet, Ingram Micro and Tech Data, operate subsidiaries in a number of countries for wide geographic coverage. Distributors, such as retailers or value-added resellers (VARs), buy goods from distributors who then sell them to their end customers. In the distributor-dealer relationship, the distributor acts as an intermediary between a supplier and a distributor. This relationship presupposes a contractual agreement different from that described above. The distributor may not sell/license the supplier`s products through third parties (e.g. B OEMs, distributors, value-added resellers or other distributors or representatives) without the supplier`s prior written consent to the proposed relationship (including the specific terms of that relationship). (a) obligations of confidentiality and non-use. Unless the disclosed party authorizes it in advance in writing, or unless expressly authorized by this Agreement, the receiving party will not use the disclosing party`s confidential information or use third parties for the duration and for a period of [insert number in words] ([insert number]) years later, unless required by law or court order. The receiving party may disclose the confidential information of the disclosed party only to those of its collaborators or contractors who need to know this information.

In addition, before disclosing such confidential information to any such personnel or subcontractor, such personnel or contractor shall be informed of the confidentiality of the confidential information and shall establish a confidentiality agreement that contains or is already bound by the terms of this Agreement. In any event, the receiving party is responsible for any breach of the terms of this Agreement by any of its employees or contractors. The receiving party must exercise the same diligence to avoid disclosure of the disclosing party`s confidential information, such as the receiving party, with respect to its own confidential information of equal importance, but not less than a reasonable level of due diligence. . . .