Despite the obvious commercial potential of licensing and distribution agreements, there are a large number of key issues that participants should consider carefully. This Agreement is the entire agreement between the Business Partner and the Seller with respect to their subject matter and supersedes all prior and simultaneous agreements, negotiations, assurances and proposals, in writing or orally, with respect to this matter. This Agreement may not be modified or modified otherwise than by a letter signed by authorized representatives of all parties expressly referring to it. The waiver of a party`s right under this Treaty shall not be binding unless it is set out in a memorandum signed by a representative of the party waiving its rights. Failure to enforce or waive any provision on any occasion shall not constitute a waiver of that provision on other occasions, unless expressly agreed in writing. It is agreed that no use of trade or other regular practices or methods of negotiation between the Parties or between the Parties shall be used to modify, interpret, supplement or otherwise modify the terms of this Agreement. In the event that any provision of this Agreement is declared invalid, illegal or unenforceable, the remaining provisions shall be applied to the fullest extent permitted by applicable law. The titles of this Agreement shall be construed only as a reference and not as essential parts of this Agreement. From the licensee`s or distributor`s point of view, they often depend on the product tests performed by the supplier to validate the product claims. It is important that the supplier provides appropriate safeguards to enable the licensee or distributor to prove the accuracy of the rights to the product when they are disputed. Clendons is experienced in advising suppliers and distributors/licensees in a number of sectors, both national and international. We are happy to assist you in other successful licensing and distribution agreements. Whether the licensing or distribution agreement is exclusive or not can have profound consequences for the parties.
« SUPPLIER CONFIDENTIAL INFORMATION » means the software, « DISTRIBUTOR CONFIDENTIAL INFORMATION », the identity and any other information about end users and information relating to the distribution partner`s plans, strategies, products and services, « confidential information », confidential information to the supplier and distributor, « party to disclosure », a party that has disclosed its confidential information under the agreement and « Beneficiary Party » means a Party that hereby receives confidential information from the Disclosing Party under this Agreement. . . .