(a) obligations of confidentiality and non-use. Unless the disclosed party authorizes it in advance in writing, or unless expressly authorized by this Agreement, the receiving party will not use the disclosing party`s confidential information or use third parties for the duration and for a period of [insert number in words] ([insert number]) years later, unless required by law or court order. The receiving party may disclose the confidential information of the disclosed party only to those of its collaborators or contractors who need to know this information. In addition, before disclosing such confidential information to any such personnel or subcontractor, such personnel or contractor shall be informed of the confidentiality of the confidential information and shall establish a confidentiality agreement that contains or is already bound by the terms of this Agreement. In any event, the receiving party is responsible for any breach of the terms of this Agreement by any of its employees or contractors. The receiving party shall apply the same degree of due diligence in order to avoid disclosure of the disclosing party`s confidential information, such as the receiving party with respect to its own confidential information of the same importance, but not less than a reasonable level of due diligence. 3. WARRANTIES & GUARANTEES. Distributor represents and warrants that it has the authority, authority and resources to enter into this Agreement and to fulfil its obligations under this Agreement; (b) it is duly organized, valid and well known according to the laws of its jurisdiction of the Organization; (c) it is not bound by any agreement or obligation (nor will it make or make any commitment) that may affect its obligations under this Agreement; (d) with respect to its obligations under this Agreement, it has complied with all applicable federal, state, local and foreign laws and regulations and has obtained all applicable authorizations, rights and licenses; and (e) that it has duly executed and delivered this agreement. 15. SERVICE LEVEL STANDARDS. Counsel for both parties is most likely able to say, with a high level of certainty, whether a given clause is “reasonable” and therefore enforceable or not.
The termination provision is particularly important in the case of a cancellation contract. The exact notice period required before the termination takes effect must be clearly defined in the agreement. A manufacturer usually wants a short notice period. a distributor a longer one. As a preliminary remark, we must bear in mind that the vast majority of disputes will develop in the context of distribution if the manufacturer wishes to terminate the relationship against the will of the distributor. So the quintessence of this whole exercise is to do two things. First describe the agreement so that everyone knows what the agreement is. In other words, do the same thing you would do in any contract.