Although agreements will differ according to local arrangements in specific geographical areas, all will be broadly similar to this one:
   
                 
  Confidential Memorandum for

<<country>> Distribution Agreement

between:
Innovations Xtreme

and:
<<individuals or company representatives or company>>

TABLE OF CONTENTS:

1. Details About Distributor
2. Territorial Limitations
3. Exclusivity
4. Minimum Performance Requirements
5. Products Covered by Agreement
6. Price of the Products
7. Product Liability
8. Maintenance of Stock and Parts
9. Payment Terms
10. Ordering Procedure
11. Promotional Strategy
12. Anticipated Forward Requirements
13. Expenses
14. Trademarks and Brand Names
15. Product Enhancements
16. Covenant Not to Compete
17. Protection Against "Knock-Offs
18. Compliance with Law
19. Warranty
20. Products Liability Insurance
21. Customs Clearance and Payment of Customs Duties
22. Confidential Information and Trade Secrets
23. Assignment; Appointment of Sub-Agents
24. Term of Agreement
25. Alternative Dispute Resolution Procedure

1. Details About Distributor
1.1. Name: <<individuals or company representatives or company>>
1.2. (hereinafter referred to as the "Distributor")
1.2.1. <<Brief listing of companies controlled by individuals in 1.1>>
1.3. Address: <<Address>>
1.4. Telephone No: <<phone number>>
1.5. Facsimile No: <<fax number>>
1.6. Name of Principal: <<as in 1.1>>
1.6.1. CEO

2. Territorial Limitations
2.1. <<country>>, inclusive of provinces and territories
2.2. Distributor to individual corporations or sub-distributors
2.3. A combination of 2.1 and 2.2 above.

3. Exclusivity
3.1. We would like sole exclusivity to the <<country>> marketplace for the distribution and promotion of The Inflatable Church.
3.2. This arrangement would pertain only to <<country>> clients and not permiate beyond <<country’s>> Geographic Boundaries.
3.3. Inquiries from outside these boundaries shall be forwarded to the applicable distributor as determined by InnovationsUK.
3.3.1. Products would be purchased solely from InnovationsUK at a set cost agreed upon, in writing, by both parties.
3.4 In consideration of being granted exclusivity for the distribution rights, we agree to make a payment of £x to InnovationsUK to secure such rights for the period of 12 months from the date of this agreement. In addition, we agree to pay a “Returnable” Deposit of £xx.xx to be held by InnovationsUK for the purpose of securing the appropriate use of The Inflatable Church trademark and proper performance of the terms of this agreement.
3.4.1 In consideration of these terms, InnovationsUK agrees to refer all enquiries received directly from the region covered by the “Exclusivity” to the Distributor, and will not engage in direct sales within the said region.

4. Minimum Performance Requirements
4.1. Quota targets, whether they be client based, product based or financial based, shall be stipulated in advance and agreed upon, in writing, by both parties.
4.1.1. Termination of the Distributor agreement shall be in writing with 28 days prior notice by either party.
4.2. Exclusivity shall remain in effect unless contract is terminated.

5. Products Covered by Agreement
5.1. The Inflatable Church.
5.2. We shall be given the first opportunity to distribute any new products according to the guidelines of this agreement.

6. Price of the Products
6.1. Cost of the products shall be agreed to in writing by both parties.
6.1.1. Volume discounts shall be set by InnovationsUK.
6.2. Cost shall include freight charges to <<country>>.
6.3. Customs Brokerage is the responsibility of the Distributor.
6.4. Distributor shall be responsible for all setup costs, including delivery to client’s site, portable compressor units and storage.
6.5. InnovationsUK shall be present for initial setup. (At distributors expense)
6.6. InnovationsUK shall inform Distributor of any changes, sixty days in advance.

7. Product Liability
7.1. The products supplied by InnovationsUK shall come with a warranty period and complete documentaion dealing with use, longevity and liability. The Distributor will ensure that liability insurance is applied prior to use and for the lifetime of the product.

8. Maintenance of Stock and Parts
8.1. The Distributor shall maintain an adequate
level of stock and spare parts to service its
customers.
8.1.1. InnovationsUK shall submit, in writing, all costs that may be required to maintain the proper working order of the product, including but not limited to, paint, housing material, glue and individual components.

9. Payment Terms
9.1. Payment terms shall be agreed to in writing by both parties prior to a ratification of the contract.
9.2. Terms shall include credit terms, denomination of funds, due dates of payments and delivery.

10. Ordering Procedure
10.1. Ordering Information shall be supplied by InnovationsUK.
10.1.1. The order form shall include the following:
• Purchase order number.
• Date.
• Description of Products, including any options or accessories.
• Quantity.
• Price.
• Payment details.
• Shipping instructions.
• Date required by.
• Any other instructions.
• Signature.
10.2. InnovationsUK shall inform the Distributor of any lead times that are required or delays that may occur.
10.5. Order limitations by the factory shall be set by InnovationsUK.
10.6. The Distributor shall be notified immediately of any split deliveries and partial shipments.

11. Promotional Strategy
11.1. The Distributor shall diligently market the products purchased from InnovationsUK in a timely manner.
11.1.1. InnovationsUK shall be forwarded a brief description of any marketing plans on a quarterly basis.
11.1.2. The Distributor shall take advantage of area associations and trade shows.
11.1.3. The Distributor shall cover the cost of marketing unless a cross border marketing stategy is implemented by InnovationsUK.

12. Anticipated Forward Requirements
12.1. The Distributor should provide Client with its anticipated forward requirements updated
on a quarterly basis.
12.1.1. Such report shall also include details regarding any promotional activity
planned by the Distributor.
12.2. The Distributor shall keep InnovationsUK abreast of important market developments within the Territory including, without limitation:
12.2.1. Information about competitors, their products and prices.
12.2.2. Comments on the Products by actual and prospective customers.
12.2.3. Opportunities for further market development.
12.2.4. Upcoming trade shows.
12.2.5. Market research.
12.2.6. Any other market intelligence.

13. Expenses
13.1. InnovationsUK shall set forth a breakdown of expenses that each party is reponsible for.

14. Trademarks and Brand Names
14.1. InnovationsUK shall set forth it’s restrictions for the Distributor to use licenced trademarks and brand names.

15. Product Enhancements
15.1. InnovationsUK shall notify the distributor in a timely manner of any product enhancements.
15.1.1. Routine modifications and enhancements shall not affect the price of the Products.
15.1.2. The price of substantial modifications and enhancements shall be determined by mutual agreement of the parties.

16. Covenant Not to Compete
16.1. The Distributor shall not engage, participate or partner in any business that is a direct competition of the products supplied by InnovationsUK,
16.1.1. During the term of the agreement;
16.1.2. For a period of one year thereafter.

17. Protection Against "Knock-Offs"
17.1. The Distributor shall inform InnovationsUK immediately, in writing, of any knock-off product that is being marketed in the Distributor’s area.

18. Compliance with Law
18.1. The Distributor should assume responsibility for determining whether products manufactured by Client comply with applicable law, including:
18.1.1. Country of origin marking requirements.
18.1.2. Product safety standards.
18.1.3. Warnings and labelling.
18.1.4. Registrations and approvals.
18.1.5. Materials
18.2. The Distributor should advise InnovationsUK in what respect any product fails to so comply.

19. Warranty
19.1. The Inflatable Church shall carry a six month warranty by the manufacturer against any production defects.
19.2. Any warranties given by the Distributor to its customers shall comply with local jurisdictional
requirements.
19.3. The Distributor shall also assist InnovationsUK in the preparation of any point of sale material, instructions or owners manuals that may be required.
19.4. InnovationsUK will set forth rules for warranty repair and associated costs and responsibilities.

20. Products Liability Insurance
20.1. The Distributor is responsible for the costs of acquiring liability insurance.

21. Customs Clearance and Payment of Customs Duties
21.1. The Distributor shall be responsible for Customs clearance and payment.

22. Confidential Information and Trade Secrets
22.1. The Distributor shall maintain a strict code of ethics at all times and maintain InnovationsUK’s trade secrets or confidential information.

23. Assignment; Appointment of Sub-Agents
24.1. The Distributor's has the right to appoint subagents at the approval of InnovationsUK.
24.2. The Distributor will assume liability for the acts and omissions of its sub-agents, distributors and brokers.
24.3. The Distributor may not assign this agreement without InnovationsUK’s express written consent.

24. Term of Agreement
25.1. The terms of this agreement shall be renewed annually
25.2. Both parties reserve the right to terminate this contract with 28 days prior written notice.
25.3. Obligations by both parties shall stand until the final day of termination.
25.4. The Distributor requests the right to renew the contract before other parties are involved.
25.5. A bona fide reason must be given by either party to terminate this contract.
25.6. Upon termination, purchased product shall be sold back to InnovationsUK for fair market value or sold to a licensed distributor.

25. Alternative Dispute Resolution Procedure
26.1. Both parties shall seek an alternate dispute resolution procedure prior to court proceedings, should there be a need to settle a dispute.