DISTRIBUTORSHIP AGREEMENT
This Agreement, made and entered into this first day of July, 1996 by and
between [X Inc,.]a corporation duly organized and existing under the laws of
the Republic of Korea and having its principal office at 159, Samsungdong, Ka-
ngnam-ku, Seoul, The Republic of Korea (hereinafter referred to as Manu-
facturer) and [Y Co.,Ltd.],a corporation duly organized and existing under
the laws of [the state of New York, U.S.A], having its principal office at
[140 West, 51st, New York, N.Y.,U.S.A.] (hereinafter referred to as Dist-
irbutor).
WITNESSETH
WHEREAS, Manufacturer wishes to appoint Distributor the exclusive Distr-
ibutor for the Products (as hereinafter defined) in the territory of [the
United States of America].
WHEREAS, Distributor wishes to accept such appointment as exclusive dis-
tributor IN CONSIDERATION OF the mutual covenants contained herein, the par-
ties hereto agree as follows:
Article 1. Definitions
In this Agreement except where the context otherwise requires, the follo-
wing terms and expressions shall have the meanings respectively defined as
follows:
1.1 Products means [those products which are mentioned in the attached Annex
A]
1.2 Territory means [the United States of America].
Article 2. Appointment and Acceptance
2.1 During the term and subject to the conditions hereinafter set forth, Man-
ufacturer hereby appoints Distributor as an exclusive distributor for the
Products in the Territory, and Distributor accepts such appointment. Dur-
ing the term of this Agreement, Manufacturer shall not, either directly or
indirectly, sell the Products in the Territory without the prior consent
of Distributor.
2.2 Distributor shall not purchase, import, export, sell, distribute, adve-
rtise or otherwise deal in products competitive with or similar to the Pr-
oducts in the Territory.
Article 3. Orders and Shipments
3.1 In placing orders with Manufacturer, Distributor shall clearly describe |
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