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Distribution Agreement

This Distribution Agreement (the “Agreement”) is made and entered into on 29 Jul 2026 (the “Effective Date”), by and between:

Recitals

WHEREAS the Supplier manufactures and/or supplies the Products described in Schedule A; and WHEREAS the Supplier wishes to appoint the Distributor to market, sell and distribute the Products in the Territory on the terms set out below; NOW THEREFORE, the parties agree as follows.

Terms & conditions

1. 1. Appointment & Territory

   The Supplier appoints the Distributor as its [exclusive / non-exclusive] distributor of the Products in the territory of [insert territory] (the "Territory"), and the Distributor accepts such appointment on the terms set out herein.

2. 2. Supply & Pricing

   The Supplier shall sell the Products to the Distributor at the prices set out in Schedule B, which may be revised on ninety (90) days' written notice. The Distributor shall purchase the Products on its own account for resale to customers in the Territory.

3. 3. Minimum Purchase Commitment

   The Distributor shall purchase from the Supplier a minimum of [insert quantity / value] of Products per calendar year. Failure to meet the minimum may, at the Supplier's option, result in conversion of an exclusive appointment to non-exclusive.

4. 4. Marketing & Promotion

   The Distributor shall actively promote the Products in the Territory, maintain adequate stock, attend trade shows where reasonably required, and submit a marketing plan annually for the Supplier's review.

5. 5. Trademarks & Branding

   The Distributor is granted a non-exclusive, non-transferable licence to use the Supplier's trademarks solely for the purpose of marketing and selling the Products. All goodwill arising from such use shall vest exclusively in the Supplier.

6. 6. Term & Termination

   This Agreement shall commence on the Effective Date and continue for an initial term of three (3) years, renewing automatically for successive one (1) year periods unless either party gives one hundred and eighty (180) days' written notice of non-renewal.

7. 7. Effect of Termination

   On termination, the Distributor shall cease using the Supplier's trademarks, return all marketing materials and provide a stock report. The Supplier may, at its option, repurchase remaining stock at the original purchase price less reasonable handling costs.

8. 8. Compliance with Laws

   Each party shall comply with all applicable laws of the United Arab Emirates and the wider GCC, including anti-bribery, competition, export control and data protection laws.

Governing law & jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai. The parties submit to the exclusive jurisdiction of the courts of Dubai, UAE.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.