Party A:_____________
Party B:_____________
Party A and B, based on the principles of voluntariness, equality, fairness, honesty and credibility, and through friendly negotiation, This agreement is signed in accordance with the relevant laws and regulations of the People's Republic of China and shall be abided by by both parties.
Within the scope of the first agreement, the relationship between the two parties is determined to be a cooperative relationship. In order to expand the market and serve consumers better and more standardizedly, according to the company's plan, Party A, based on Party B's application and review of Party B's operating capabilities, agrees to Party B's joining the sales network of ___________ Company. Party B agrees to exclusively operate the (_______) brand in _______ province (city, autonomous region) _______ city (region) _______ county (district) _______ location (shopping mall building) (agency, distribution, monopoly, wholesale, retail) ________ series products.
Article 2 The purpose of entering into this agreement is to ensure that Party A and Party B faithfully perform the responsibilities and rights of both parties stipulated in this agreement. Party B conducts economic activities as an independent corporate legal person or operator. Therefore, he must comply with the legal requirements common to all corporate legal persons or operators, in particular rules regarding qualifications and social and financial business requirements. As a corporate legal person or operator, Party B shall bear all risks for its activities and profit from legitimate operations. Party B is not Party A’s agent, nor Party A’s employee or partner. Party B is not acting as the entrusted representative of Party A, and Party B has no right to sign an agreement in the name of Party A, making Party A liable to a third party in any aspect, or having Party A bear the costs or assume any obligations. The conclusion of this Agreement does not grant Party B any rights to bind Party A or Party A's related enterprises. Party A has the final right to interpret any terms of this Agreement.
Article 3 is valid from _______month_____day to _______year__month_____day, calculated from the date of signing. Unless this agreement is terminated in advance, Party B may submit a written request to Party A to extend the cooperation agreement three months before the expiration of the agreement. With the consent of Party A, the "__________ Cooperation Agreement" can be renewed.
Article 4: In order to enable better operations in the area under Party B's jurisdiction, Party A develops and provides marketable products, ensures product quality meets standards, sets reasonable prices, and ensures Party B's supply to the maximum extent possible. During the period of this agreement, Party A will actively assist Party B in undertaking market logistics and organizational functions to design the market and expand the market network according to Party A's plan. At the request of Party B, Party A can handle the consignment of goods and related matters on behalf of Party B, and transport the goods to the location designated by Party B in the manner required by Party B. The transportation, insurance and other expenses will be paid by the beneficiary Party B. Party A provides Party B with appropriate training and coaching. As a necessary condition for market development and business expansion, to ensure the continuous unity of the entire system. Party A is responsible for organizing brand promotion and cooperating with Party B, who is responsible for market logistics and organizational functions, to carry out regional promotional activities to support Party B's operations to the maximum extent possible. Before carrying out advertising and promotion activities, Party A must first notify Party B of the relevant activity information so that Party B can make appropriate preparations and respond before the activity. Party A will determine the VIS image design for Party A's brand and products, as well as related light box advertisements, POP advertisements, interior and exterior decoration design and furnishings of the store, and provide Party B with corresponding guidance.
Article 5 Party B shall protect Party A’s trademarks and other intellectual property rights and use Party A’s trademarks in a standardized manner. Party B is obliged to assist Party A in combating counterfeiting and market supervision. Report and provide evidence of counterfeit and shoddy products, channeled goods and other unfair competition practices. Cooperate with Party A to coordinate and communicate with relevant local law enforcement agencies. Party B can only carry out business in the area authorized by Party A, and is not allowed to sell goods in other areas. If there are no areas where other distributors operate, Party B must apply to Party A to develop business as it wishes.
Party B can only purchase goods through the purchasing channels designated by Party A and cannot purchase goods from other places. Through market segmentation, orderly management, and reasonable distribution, we effectively support the supply of products to outlets. We are not allowed to operate other brand products or sell counterfeit products. During the validity period of the agreement, the retail prices of Party B’s outlets in the area shall remain unified within the price range suggested by Party A, and shall not be subject to large price adjustments at will. Party B is obliged to collect the required market information for Party A, or conduct market research according to Party A's requirements, and summarize and report to Party A within the specified period.
Properly preserve Party B’s business records for Party A’s verification.
Article 6 Party B has the right to use the trademarks, trademark logos, VIS image designs within the scope authorized by Party A, and the appropriate scope of business technology and business secrets provided by Party A. Party B has the right to purchase goods from Party A’s designated purchasing channels and sell within the scope specified in the agreement. It has the right to unconditionally return or exchange the products provided by Party A due to quality problems. However, if it is a business problem of Party B, Party B will be responsible for it. The right to obtain training and guidance provided by Party A. The right to independently handle matters other than those agreed in the agreement. Exercise the rights granted by Party A within the scope of the agreement. Party B, who is responsible for market logistics and organizational functions, has the right to recommend and evaluate distributors or retailers within its jurisdiction. However, the recommended distributors and retailers must apply to Party A, sign an agreement, and have Party A issue a certificate before they can operate.
Article 7: When Party B violates this agreement and conducts illegal operations, manufactures, sells counterfeit goods, maliciously channels goods, infringes on Party A’s intellectual property rights, and other acts that seriously infringe Party A’s legitimate rights and interests, this agreement shall be deemed to be immediately termination. Party A has the right to take the following measures against Party B:
1. Order Party B to remove all light boxes and all related decorative appliances, store decoration, promotional materials, etc. at its own expense. Party B shall bear all losses on its investment in software and hardware equipment.
2. Submit a law enforcement request to the relevant law enforcement agencies and seal up Party B’s products bearing Party A’s trademarks.
3. Request the judicial and law enforcement agencies to pursue Party B’s compensation liability and legal liability in accordance with the law. At the same time, Party B must
(1) settle the financial relationship with Party A (the supplier designated by Party A).
(2) Party A’s products shall no longer be sold.
(3) Customer follow-up service costs must be borne, including returns, repairs, claims, etc.
Article 8 Party A’s trademark belongs to Party A’s intellectual property rights and is protected by national laws. All related product logos belong to Party A. Without Party A’s prior written authorization, Party B shall not use Party A’s name, trademark, company logo and other content and logos involving the company’s intellectual property rights for industrial and commercial registration, investment promotion, advertising, etc.; Party B shall not use the logo provided by Party A for this Agreement any transaction other than Party B shall not print relevant trademarks, logos and promotional advertisements without authorization; shall not exceed the scope of rights stipulated in this agreement and produce certificates, documents, business cards, shelves, bronze medals, etc. for general distributors, general agents, and representative offices without authorization for business and operation; It is not allowed to change the unified image without authorization for the production and decoration of signboards, light boxes and related signs. If Party B violates the provisions, Party A has the right to unilaterally terminate the agreement. In addition to assuming liability for breach of contract in accordance with the provisions, Party B shall also compensate Party A for all losses suffered.
Article 9 If both parties are unable to perform their business due to force majeure, or the occurrence of events beyond the control or foreseeability of both parties, including natural disasters, wars, government actions, social affairs, etc., this Agreement will performance may be terminated. If a force majeure event occurs, the party invoking the force majeure must immediately notify the other party of the occurrence of the event in writing, or by fax or telex if necessary, within 15 days or _______ days from the date when communication barriers are eliminated. If he fails to do so within the above period, he will no longer be able to benefit from this Agreement.
This agreement shall be governed by the laws of the People's Republic of China.
Article 10 If a dispute arises regarding the existence, validity, performance, interpretation, or termination of this Agreement, both parties shall resolve it through friendly negotiation. If the dispute cannot be resolved through negotiation within three months from the date of occurrence of the dispute, , or if either party refuses to negotiate, either party may appeal to the people's court in the place where this agreement is signed for a ruling.
Article 11 The signing place of the agreement is Nanjing City. This agreement is made in duplicate and will come into effect on the date of signature by Party A and Party B. Each party shall file one copy, and the copies shall be invalid. Party B hereby acknowledges that it has signed this Agreement, has read and understood the provisions contained in the terms of this Agreement, and agrees to be bound by them.
If a provision is deemed to be inapplicable or invalid, it can be changed and amended in an additional agreement to this agreement. The inapplicability or invalidity of this provision shall not affect the validity of the entire agreement. Changes and amendments in the additional agreements signed at the same time shall have the same legal effect as this Agreement.
Party A: ______________
Official seal: ______________
Principal: _______________
Signature date: __________________
Party B: _______________
Official seal: ______________
Principal: _______________
Signature date: ____________