Distribution Contact

Exclusive XXXX Agreement
This Exclusive Distributorship Agreement ("Agreement") is made and effective this
______________ (Date), by and between XXXX (d/b/a XXXX, Inc.) ("XXXX") and YYYYYYY("YYYYYYY"). YYYYYYY desires to appoint XXXX, and XXXX desires to accept appointment,
as an exclusive distributor of YYYYYYY's products within a defined area as set forth herein.
Therefore, inconsideration of the mutual agreements and promises set forth herein, it is agreed:
1. Rights Granted.
YYYYYYY hereby grants to XXXX the exclusive right, on the terms and conditions set forth
herein, topurchase, inventory, promote and resell "YYYYYYY's Products" (as defined below)
within the following area (the "Territory"): Commonwealth of Puerto Rico.
2. Products.
The term "YYYYYYY's Products," inthis Agreement, shall mean the softwares developed by
YYYYYYY.
3. Terms of Sale.
All sales of YYYYYYY's Products to XXXX shall be made pursuant to this Agreement at such
prices and on such terms,as YYYYYYY shall establish from time to time with at least thirty (30)
days written notice. YYYYYYY will select the shipper unless XXXX requests a reasonable
alternative. All orders are subject toacceptance by YYYYYYY.
4. Payment.
XXXX shall pay all charges due hereunder within thirty (30) days after the date of YYYYYYY's
invoice. Payment shall be made as shown on the invoice.
5.Indemnification.
A.

YYYYYYY agrees to protect XXXX and hold XXXX harmless from any loss or claim
arising out of inherent defects in any of YYYYYYY's Products existing at the time
such product is sold byYYYYYYY to XXXX, provided that XXXX gives YYYYYYY
immediate notice of any such loss or claim and cooperates fully with YYYYYYY in
the handling thereof.

B.

XXXX agrees to protect YYYYYYY andhold YYYYYYY harmless from any loss or
claim arising out of the negligence of XXXX, XXXX's agents, employees or
representatives in the installation, use, sale or servicing of YYYYYYY's Products....