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EXCLUSIVE DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered as of ____________________, by and
between CSEN International Ltd. (hereinafter referred to as "Developer"), a
corporation having its offices in Jerusalem, Israel, existing under the laws of the
State of Israel and _________________(hereinafter referred to as "Distributor") a
corporation having its offices in ______________________, existing under the
laws of the State of ________________.
WITNESSETH:
In consideration of the mutual covenants and conditions herein contained, and
intending to be legally bound hereby, the parties mutually agree as follows:
1. Products and Territory
1.1 Products. Developer hereby appoints Distributor on an exclusive basis as it sole
distributor for the sale of the products set forth in Schedule A (hereinafter referred to as
the "Products") in the Territory (as defined below) during the term of this Agreement.
1.2 Territory. Developer is appointing Distributor hereunder with respect to the sale of
Products to any purchasers whose principal place of business is located in the following
described territory (the "Territory"): _______________.
1.3 Best Efforts. Distributor shall use its best efforts to promote and sell the Products to the
maximum number of responsible customers in the Territory.
1.4 Sales Limited to Territory. Distributor shall not solicit orders from any prospective
purchaser with its principal place of business located outside the Territory. If Distributor
receives any order from a prospective purchaser whose principal place of business is
located outside the Territory, Distributor shall immediately refer that order to Developer.
Distributor shall not accept any such orders. Distributor may not deliver or tender (or
cause to be delivered or tendered) any Product outside of the Territory. Distributor shall
not sell any Products to a purchaser if Distributor knows or has reason to believe that
such purchaser intends to remove those Products from the Territory.
1.5 Modification of Products and Territories. Developer reserves the right, upon
consultation with Distributor, to expand or reduce the Products which are covered by this
Agreement. Developer also reserves the right, upon consultation with Distributor, to
expand or reduce the Territory, as defined in this Agreement.