TERMS AND CONDITIONS

MANGAR HEALTH, TRADING NAME OF MANGAR INTERNATIONAL

Clause Page

1………… DEFINITIONS AND INTERPRETATION………………………………………………………1

2………… TERM………………………………………………………………………………………………………6

3………… [EXCLUSIVE]/[SOLE]/[NON-EXCLUSIVE] APPOINTMENT…………………………. 6

4………… DUTIES OF THE DISTRIBUTOR…………………………………………………………………6

5………… PROHIBITIONS ON DISTRIBUTOR………………………………………………………….. 8

6………… DUTIES OF THE PRINCIPAL…………………………………………………………………….. 8

7………… FORECASTS……………………………………………………………………………………………..9

8………… PRODUCTS………………………………………………………………………………………………9

9………… DELIVERY……………………………………………………………………………………………….. 9

10………. PRICE AND PAYMENT……………………………………………………………………………..10

11………. EXCLUSIONS AND LIMITATIONS OF LIABILITY…………………………………………10

12………. TERMINATION OF THIS AGREEMENT………………………………………………………12

13………. CONSEQUENCES OF [EXPIRY OR] TERMINATION…………………………………….12

14………. CONFIDENTIALITY……………………………………………………………………………………13

15………. ANNOUNCEMENTS………………………………………………………………………………….13

16………. [INTELLECTUAL PROPERTY…………………………………………………………………….. 13

17………. ASSIGNMENT…………………………………………………………………………………………. 14

18………. NOTICE …………………………………………………………………………………………………..14

19………. GENERAL ………………………………………………………………………………………………..15

20………. AGENT FOR SERVICE ……………………………………………………………………………… 16

21………. GOVERNING LAW…………………………………………………………………………………….16

22………. JURISDICTION…………………………………………………………………………………………. 16

Schedules

1………… KEY COMMERCIAL TERMS…………………………………………………………………………17

2………… TERMS AND CONDITIONS OF SALE…………………………………………………………. 18

3………… RETURNS PROCEDURE……………………………………………………………………………..19

4………… TRADE MARKS…………………………………………………………………………………………..20

5………… SALES ACTION PLAN/PURCHASING BUDGET…………………………………………….21

THIS AGREEMENT is made

BETWEEN
Mangar International Limited trading as Mangar Health (registered number 01623146) whose registered office is at Presteigne Enterprise Park, Presteigne, Powys LD8 2UF (the “Principal”); and
THE COMPANY NAMED IN THE DISTRIBUTION AGREEMENT. (the “Distributor”).
BACKGROUND
The Principal manufactures the Products.
The Principal wishes to appoint the Distributor, and the Distributor wishes to be appointed, as the Principal’s non-exclusive distributor of the Products in the Territory on the terms and conditions of this Agreement.
This Agreement incorporates the Terms and Conditions of Sale.
OPERATIVE PROVISIONS

DEFINITIONS AND INTERPRETATION

In this Agreement:
- the following words and expressions have the following meanings unless the context otherwise requires:

“Announcement”		any public announcement, circular or other communication about or containing information about the terms, subject matter or existence of this Agreement or any Contract or any matter arising out of or ancillary to this Agreement or any Contract
“Applicable Law”		any: (a) statute, statutory instrument, bye-law, order, regulation, directive, treaty, decree, decision of the European Council or law (including any common law or civil law judgment, demand, order or decision of any court, regulator or tribunal); (b) legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or (c) legally binding industry code of conduct or guideline which relates to this Agreement and/or any Contract and/or the Products
“Business Day”		a day that is not a Saturday, Sunday or public or bank holiday in the Territory
“Business Hours”		[8.30] on a Business Day]
“Change in Control”		will occur in respect of a person (the “relevant entity”) where:
		(a) Control of the relevant entity is obtained (whether directly or as a result of obtaining Control of one or more other persons) by any person who did not at the Start Date hold Control (whether directly or as a result of having Control of one or more other persons) of the relevant entity; or
		(b) a person who has Control (whether directly or as a result of having Control of one or more other persons) of the relevant entity at any time during the Term ceases to have Control (whether directly or as a result of having Control of one or more other persons) of the relevant entity,
		save that any such event will not constitute a Change in Control in respect of the relevant entity where its Ultimate Parent Undertaking (if any) before the relevant event remains its Ultimate Parent Undertaking after that event
“Confidential Information”		the meaning given to it in clause 14
“Contract”		a contract for the supply of Products by the Principal to the Distributor on the terms and conditions of this Agreement formed in accordance with clause 7 and Schedule 2
“Contract Products”		the Products which are the subject of the relevant Contract
“Control”		has the meaning set out in the Takeover Code
“Data Subject”		the meaning given to it in the DPA
“Data Protection Legislation”		the DPA and any other laws relating to the processing of personal data
“Delivery”		the time at which delivery of the Contract Products is deemed to occur in accordance with clause 9
“Discloser”		the party providing the Confidential Information
“DPA”		the Data Protection Act 1998
“End Customer”		any person with whom the Distributor enters into a contract for the sale and purchase of Products
“Event”		an act, event, omission or circumstance
“Force Majeure Event”		any event or circumstance to the extent it is beyond the reasonable control of the relevant party
“Forecast”		a forecast of the Distributor’s requirements for the Products provided to the Principal by the Distributor in accordance with clause 7
“Group Companies”		in respect of a person, any persons that Control, are Controlled by or are under common Control with that person from time to time
“Insolvent”		a party is Insolvent where it: (a) gives notice under section 84 Insolvency Act 1986 or proposes or passes a resolution for, its winding up (save for the purpose of a solvent reconstruction or amalgamation);
		(b) has a winding up petition based upon a petition debt presented against it;
		(c) has a winding-up order made or a notice of striking off filed in respect of it;
		(d) (i) has an administration order made in respect of it; or (ii) has a notice of appointment of an administrator or a notice of intention to appoint an administrator filed in respect of it at any court;
		(e) proposes, makes or is subject to: (i) a company voluntary arrangement; (ii) a composition with its creditors generally; (iii) an application to a court of competent jurisdiction for protection from its creditors generally; or (iv) a scheme of arrangement under Part 26 Companies Act 2006 (save for the purpose of a solvent reconstruction or amalgamation previously approved in writing by the other party);
		(f) has a receiver or a provisional liquidator appointed over any of its assets, undertaking or income;
		(g) ceases to trade or appears, in the reasonable opinion of the other party, to be likely to cease to trade;
		(h) (i) is unable to pay its debts as they fall due; or (ii) the value of its assets are less than its liabilities, including its contingent and prospective liabilities;
		(i) (i) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction; or (ii) is the subject of any proceeding in any Member State of the European Union which is capable of recognition under the EC Regulation on Insolvency Proceedings (EC 1346/2000);or (iii) is the subject of an application for the recognition of a foreign insolvency proceeding under the Cross-Border Insolvency Regulations 2006 (SI 2006/1030);
“Intellectual Property Rights”		all intellectual and industrial property rights of any kind whatsoever including patents, supplementary protection certificates, rights in Know-How, registered trademarks, registered designs, models, unregistered design rights, unregistered trademarks, rights to prevent passing off or unfair competition and copyright (whether in drawings, plans, specifications, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, in each case in the United Kingdom and all other countries in the world and together with all renewals, extensions, continuations, divisions, reissues, re-examinations and substitutions
“Know-how”		formulae, methods, plans, inventions, discoveries, improvements, processes, performance methodologies, techniques, specifications, technical information, tests, results, reports, component lists, manuals and instructions
	“Liability”	liability arising out of or in connection with this Agreement or any Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability under an indemnity contained in this Agreement or any Contract and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under this Agreement or any Contract and/or any defect in any of the Products, in each case howsoever caused including if caused by negligence
	“Order”	an order for the supply of Products by the Principal to the Distributor on the terms and conditions of this Agreement
“Parent Undertaking”		has the meaning set out in section 1162 Companies Act 2006
“Personal Data”		any personal data (as such term is defined in the DPA) relating to End Customers or prospective End Customers
“Prices”		the prices set out in Schedule 1 as may be varied from time to time
“Product Liability”		Liability for and Liability arising from death, personal injury, damage to and/or loss or destruction of tangible property caused by a Product (but not Liability for damage or loss to or defects in the Product itself nor Liability for any recall, repair, alteration, replacement or re-instatement of the Product or any product into which the Product is incorporated)
“Products”		the products listed in Schedule 1 as those products may be varied from time to time in accordance with clause 8.1
“Purchasing Budget”		the budget set out in Schedule 5 , as may be varied from time to time
“Quarter”		the period of 3 months starting on the Start Date, each successive period of 3 months and the period (if any) starting on the day following expiry of the last such period of 3 months and ending on the Termination Date; and “Quarterly” will be construed accordingly
“Recipient”		the party in receipt of the Confidential Information
“Records”		the meaning given to it in clause 13.3.2
“Representatives”		in respect of a party, that party and its officers, directors, employees and professional advisers and, where the Principal is the Recipient, the Principal’s agents and sub-contractors; and “Representative” means any of them
“Returns Procedure”		the Principal’s standard returns procedure as set out in Schedule 3
“		means [INSERT DEFINITION]
“Sales Action Plan”		the plan set out in Schedule 5, as may be varied from time to time
“Sales Targets”		the minimum sales levels set out in the [Sales Action Plan]
“Start Date”		[AS INSERTED ON THE DISTRUBTOR AGREEMENT]
“Takeover Code”		the City Code on Takeovers and Mergers as interpreted by the Panel on Takeovers and Mergers from time to time
“Term”		the period starting on the Start Date and ending on the Termination Date
“Termination Date”		the date on which this Agreement expires or terminates for whatever reason
		the Principal’s standard Terms and Conditions of Sale Wholesale – England, Wales, Scotland and Northern Ireland as incorporated into this Agreement and included at Schedule 2, as may be updated from time to time
“Territory”		the territory set out in Schedule 1
“		the trade marks set out in Schedule 3 together with such other marks as the Principal may from time to time specify are to be used by the Distributor in relation to the Products
“Ultimate Parent Undertaking”		a Parent Undertaking (if any) of the relevant person which is not a Subsidiary Undertaking of any other person
“VAT”		value added tax
		the period starting on and including the date of Delivery and ending on expiry of a period of 12 Months from and including that date
“Year”		the period starting on the Start Date and ending on 31 December 2017, each successive calendar year during the Term and the period starting on the last 1 January during the Term and ending on the Termination Date

references to the background section, clauses and Schedules are to the background section and clauses of and schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule;
the Schedules form part of this Agreement and will have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement will include the Schedules;
the background section and all headings are for ease of reference only and will not affect the construction or interpretation of this Agreement;
unless the context otherwise requires:
- references to the singular include the plural and vice versa and references to any gender include every gender;
- references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;
any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;
references to “in writing” or “written” include facsimile and e-mail but not other methods of electronic messaging;
any reference to a time of day is to [ time and a day is to a period of 24 hours running from midnight to midnight.

TERM
- This Agreement will commence on the Start Date and will continue until 23:59 on the day preceding the second anniversary of the Start Date. This Agreement may be terminated earlier in accordance with clause 12.
- Without prejudice to the rights of termination set out in this Agreement, this Agreement will automatically renew for a further period of two (2) years on the date on which this Agreement would otherwise have expired, unless either party serves notice on the other party to terminate the Agreement at least three (3) months prior to the date on which the Agreement is due to expire.
APPOINTMENT
- The Principal appoints the Distributor with effect on and from the Start Date to be the Principal’s non-exclusive distributor of the Products in the Territory, and the Distributor agrees to act in that capacity, on and subject to the terms and conditions of this Agreement.
- The Principal will be entitled to:
  - appoint any person as its distributor, agent, seller or reseller of the Products inside the Territory; and
  - itself make sales of the Products to any person inside the Territory.
- For the avoidance of doubt, the Principal will be entitled to make sales of Products to End Customers outside the Territory.
- The Distributor acknowledges that, notwithstanding clause 2, passive sales of Products inside the Territory may be made by other distributors, sellers or resellers appointed by the Principal.
DUTIES OF THE DISTRIBUTOR
- In each Year the Distributor will make sales of Products to End Customers in the Territory which are equal to or more than the Sales Targets for that Year.
- If the Distributor fails to fulfil its obligation under clause 1 in respect of any Year:
  - the Distributor will provide the Principal with all information requested by the Principal to ascertain the reasons for such failure and will implement all steps required by the Principal to resolve such failure; and
  - if the Distributor fails to resolve such failure within ] the Principal will be entitled to terminate the Agreement by giving not less than three (3) months’ written notice to the Distributor.
- The Distributor will, at all times during the Term:
  - act diligently and in good faith in all its dealings with the Principal, End Customers and prospective End Customers;
  - seek to enhance the reputation and goodwill of the Principal in the Territory;
  - sell, promote, advertise, market and increase sales of the Products in the Territory;
  - employ a sufficient number of suitably qualified and experienced personnel to ensure the proper performance of the Distributor’s obligations under this Agreement;
  - provide End Customers with a reasonable level of after-sales customer service, including providing on Products during the Warranty Period and allocate adequate resources to handling such services;
  - maintain adequate stocks of the Products to meet reasonably anticipated customer demand at all times;
  - store the Products in suitable conditions and provide appropriate security for them;
  - endeavour to handle all queries and complaints of End Customers at first instance, or where appropriate pass these to the Principal where they occur during the Warranty Period or are of a serious nature;
  - make clear to all End Customers and prospective End Customers in the course of dealing with them that it is the distributor for the Products only to the extent set out in this Agreement and is not agent for or otherwise connected with the Principal;
  - comply with all directions and instructions given by the Principal in relation to the advertising, marketing, promotion and sale of the Products and dealings with End Customers and prospective End Customers;
  - make such calls upon End Customers and potential End Customers in the Territory as are reasonable for the purposes of promoting, advertising, marketing and selling the Products;
  - attend such meetings (including meetings with representatives of the Principal and End Customers and/or prospective End Customers in the Territory and marketing events as may be:
    - reasonably necessary for the proper performance of its obligations under this Agreement; and/or
    - reasonably required by the Principal from time to time;
  - pay all costs and expenses that it incurs in the advertising, marketing, promotion and sale of the Products and obtain any necessary licenses, consent and approvals;
  - comply with all Applicable Laws and all conditions to the licences, consents, permits, approval and registrations and give written notice to the Principal as soon as reasonably practicable of any changes or proposed changes to the same;
  - promptly give written notice to the Principal of any claim, complaint or dispute which is made by or arises with an End Customer in respect of any of the Products and comply with any reasonable instructions given by the Principal in relation to that claim, complaint, dispute;
  - make itself available to the Principal for the purposes of consultation and advice relating to this Agreement and the Products;
  - make available to the Principal copies of all promotional materials relating to the Products, whether digital or in hard copy;
  - comply with the Principal’s instructions in connection with any product recall initiated by the Principal involving the Products (or any of them);
  - keep adequate records of End Customers and prospective End Customers and orders placed for the Products in the Territory for a period of five (5) years and provide on request details of their names and copies of correspondence with them to the Principal;
  - permit or procure permission for the Principal and its duly authorised representatives at all reasonable times to enter upon any premises of the Distributor for the purpose of ascertaining whether the provisions of this Agreement and Contracts have been and are being complied with by the Distributor and to allow the Principal and its duly authorised representatives to inspect and take copies of the Distributor’s records and books of account; and
  - comply with all Data Protection Legislation in respect of any Personal Data transferred or made available to the Principal under this Agreement.

PROHIBITIONS ON DISTRIBUTOR
- The Distributor will not:
  - do anything which will or may harm the Principal’s reputation or goodwill;
  - during the Term or, if shorter, during the period of 3 years starting on the Start Date, manufacture, purchase, sell, resell, or act as an agent or distributor for, products which compete with the Products without the prior written consent of the Principal;
  - pledge the credit of the Principal in any way or bind or attempt to bind the Principal by contract or otherwise or make any promise, representation, warranty or guarantee on the Principal’s behalf;
  - save to the extent required by Applicable Law, make any promises, representations, warranties or guarantees in respect of the Products save those expressly authorised in writing in advance by the Principal;
  - modify or alter the Products or their packaging in any way save as required by Applicable Law;
  - only use parts and accessories approved by the Principal for any servicing or repairs;
  - in the course of performing its obligations under this Agreement carry out any illegal or unlawful act or deceptive, misleading or unethical practice; or
  - save to the extent expressly required by the Principal, take part in any dispute or commence or defend any proceedings relating to Products or settle or attempt to settle or make any admission in relation to any such disputes or proceedings.

DUTIES OF THE PRINCIPAL

During the Term the Principal will:

supply such information and documents about the Products as may reasonably be required by the Distributor from time to time;
offer Elearning training courses to the personnel of the Distributor to take place at either the Principal’s premises or at the Distributor’s place of work;
supply digital marketing materials including but not limited to images, advertising, literature files and videos for use by the Distributor; and
provide non-financial assistance to the Distributor to obtain any necessary approvals, certifications, registrations or licences required for the Distributor to fulfil its obligations under this Agreement.

FORECASTS AND ORDERING
- Within seven (7) days after the end of each month, the Distributor will give the Principal a written forecast of its anticipated requirements for the Products in the following month and provide a Sales Activity Report.
- [The Distributor will endeavour to ensure that any forecasts are based upon all market information available to them and their level of market penetration.]
- The Distributor will place Orders for the purchase of Products from the Principal either by phone or by email. Each Order will be emailed to the Principal or placed by telephone.
- The Distributor will ensure that each Order is accurate and complete.
- Subject to clause 1.10, all Orders will be placed in accordance with and governed by the Terms and Conditions of Sale.
PRODUCTS
- The Principal will be entitled at any time to add products to and to withdraw products from the Products listed in Schedule 1by giving not less than 30 Business Days written notice to that effect to the Distributor.
- The Principal will be entitled at any time to:
  - vary the design, finish or specification of Products and/or their packaging; and/or
  - substitute any materials or parts which are used in Products and which are unavailable for any reason with alternative materials or parts
- [to the extent that:
  - this does not materially affect their quality or performance; or
  - this is necessary to comply with Applicable Law, health and safety or other legal requirements.]
- The Principal will offer newly developed products to the Distributor for marketing in the Territory. Should the Distributor not be interested in selling the new Product, the Principal will retain the right to sell such Products directly or through another distributor in the Territory.
DELIVERY
- The Principal will deliver the Contract Products to the address specified in the Order and in accordance with the agreed delivery method.
- The Principal will use reasonable endeavours to [make available for collection]/[deliver] Contract Products on the date requested in the relevant Order, but time for delivery of the Contract Products will not be of the essence of the Contract.
- The Distributor will not be entitled to reject any Contract Products or to claim damages from the Principal by reason of a delay in delivery or failure to deliver and, subject to clauses 4, the Principal will not have any Liability to the Distributor for any losses, damages, costs or expenses incurred by the Distributor as a result of a delay in delivery or failure to deliver.
- [If:
  - the Contract Products have not been delivered under clause 9within [PERIOD] from [and including]/[but excluding] the date requested in the relevant Order; and
  - the Principal fails to deliver those Contract Products under clause 9within [PERIOD] of a written notice referring to this clause 4and setting out the Distributor’s rights under it being given by the Distributor,
- the Distributor will be entitled to cancel the relevant Contract by giving written notice to that effect to the Principal. If the Distributor exercises its right of cancellation the Principal will refund to the Distributor any monies which the Distributor has already paid to the Principal under that Contract and the Distributor will not be required to pay any further monies to the Principal under that Contract. For the avoidance of doubt, the Distributor will not be entitled to cancel a Contract as a result of a delay or failure in delivery of Contract Products other than in accordance with this clause 4.

If Delivery occurs but the Distributor fails to accept delivery of the Contract Products the Principal will be entitled to:
- store or arrange for storage of the Contract Products until the Distributor accepts delivery of them or they are disposed of under clause 5.2 (as applicable) and to take such action as it considers necessary to attempt to re-deliver the Contract Products to the address specified in the Order;
- treat the Contract as repudiated by the Distributor and dispose of the Contract Products in any way it sees fit, including by sale to another person. If the Principal sells any of the Contract Products under this clause 5.2at a price which is less than the relevant Price [plus any relevant [packaging,] [insurance,] [carriage] [and] [delivery] costs], the Principal will be entitled to charge the Distributor for the shortfall; and
- charge the Distributor for all costs and expenses which the Principal incurs under clauses 5.1and 9.5.2.]
All returns of Products will be performed in accordance with the Returns Procedure and the Terms and Conditions of Sale.

PRICE AND PAYMENT
- The Distributor will pay the Prices to the Principal in accordance with this clause 10and the Terms and Conditions of Sale.
- Any sum payable under this Agreement is exclusive of VAT (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.
- All payments will be made in [pounds sterling/local currency] in available cleared funds by electronic transfer to such bank account as the Principal may nominate from time to time.
- The Principal will be entitled, by giving written notice to the Distributor, to appropriate any payment by the Distributor to any invoice issued by the Principal.
- If the Distributor fails to make any payment due to the Principal under this Agreement or any Contract on or before the due date the Principal will be entitled to withhold further deliveries of Contract Products until payment of all overdue sums has been made and to cancel any or all Orders accepted, which have not yet been delivered.
EXCLUSIONS AND LIMITATIONS OF LIABILITY

- Subject to clause 4, the Principal’s maximum aggregate Liability which arises from Events which occur in any one Year [, but excluding any Product Liability,] will be limited to £250,000.
- Subject to clauses 3 and 11.4, the Principal’s entire Liability for any non-delivery of Contract Products or failure to deliver the Contracts Products in accordance with the timescales set out or referred to in this Agreement and Contracts will be as set out at clause 9 and the Principal will have no other Liability for any such non-delivery or failure to deliver.
- Subject to clause 4, the Principal will have no Liability to the Distributor for any:
  - loss of profit (whether direct, indirect or consequential);
  - loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);
  - loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
  - loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);
  - loss of bargain (whether direct, indirect or consequential);
  - liability of the Distributor to third parties (whether direct, indirect or consequential); or
  - indirect, consequential or special loss.
- Nothing in this Agreement or any Contract will operate to exclude or restrict one party’s Liability (if any) to the other:
  - for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);
  - for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable;
  - for breach of its obligations arising under section 12 of Sale of Goods Act 1979;
  - arising under Section 2(3) Consumer Protection Act 1987; or
  - for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

Any Liability of the Principal which falls within this clause 11.4 will not be taken into account in assessing whether the financial limit in clause 11.1 has been reached.

Each of the Principal’s employees, agents and sub-contractors will be entitled to enforce all the terms of this clause 11 subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 and the terms of this Agreement. Accordingly and for the avoidance of doubt the financial limits on Liability set out in clause 1are the maximum Liability of the Principal, its employees, agents and sub-contractors in aggregate.
Notwithstanding any other term of this Agreement or any Contract the Principal will not be in breach of this Agreement or any Contract to the extent its failure to perform or delay or defect in performance of its obligations under this Agreement or any Contract arises as a result of:
- any breach by the Distributor of its obligations contained in this Agreement or any Contract;
- the Principal relying on any incomplete or inaccurate data provided by a third party; or
- the Principal complying with any instruction or request by the Distributor or one of its employees.

TERMINATION OF THIS AGREEMENT
- If a party:
  - commits a material breach of this Agreement which can be remedied but fails to remedy that breach within thirty (30) days of a written notice setting out the breach and requiring it to be remedied being given by the other party,
- the other party may terminate this Agreement immediately by giving written notice to that effect to the party in breach.
  - The Principal may terminate this Agreement immediately upon giving written notice to that effect to the Distributor where the Distributor:
    - has failed to meet the Sales Targets in accordance with clause 2;
    - has actively sought or solicited End Customers for the Products outside the Territory;
    - has failed to make any payment due to the Principal under this Agreement or any Contract within seven (7) days of the due date on two (2) occasions;
    - is subject to a Change in Control of or any change of personnel of the Distributor.
  - The rights of termination set out in this Agreement are in addition to and not in substitution for any rights of termination which may exist at common law.
  - All notices given under this clause 12 shall be given in accordance with clause 18.

CONSEQUENCES OF EXPIRY OR TERMINATION
- On the Termination Date the following provisions will continue in force: clauses 1, 3.19, 4.3.20, 4.3.21, 10.3, 10.4, 10.5, 11, 13, 14, 18, 21 and 22 together with any other provisions which expressly or impliedly continue to have effect after expiry or termination of this Agreement.
- On the Termination Date the Distributor will cease to be the distributor of the Products and:
  - all monies owing under this Agreement will become due and payable immediately;
  - the Distributor shall refrain from using and promptly return the Principal all sales and advertising materials, which have been supplied to the Distributor as well as any correspondence relating to on-going projects; and
  - the Distributor shall refrain from making any act or omission to suggest that there is an existing business relationship between the Distributor and the Principal;
  - the Distributor will co-operate with the Principal in order to provide a smooth transition to any new distributor; and
  - all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the Termination Date.
- Within six (6) weeks after the Termination Date the Recipient will, subject to the exception set out in clause 4:
  - if requested to do so, return to the Discloser all of the Discloser’s Confidential Information (including all copies and extracts) in its possession or control;
  - if requested to do so, destroy or permanently erase (if technically feasible) all documents and all records (in any media) created by it or on its behalf that use, concern or are based on any of the Discloser’s Confidential Information (“Records”); and
  - cease to use the Discloser’s Confidential Information.
- The Recipient may retain any of the Discloser’s Confidential Information and/or Records which it has to keep to comply with any Applicable Law or which it is required to retain for insurance, accounting or taxation purposes. Clause 14 will continue to apply to retained Confidential Information and Records, which may only be used for such purposes.
- If either party fails to comply with clause 3 the other party (or other party’s representative) will, subject to clause 13.4, be entitled to enter upon the first party’s property for the purpose of removing its Confidential Information and/or any Records.
- All Contracts which have not been fully performed by the Termination Date will be deemed to be cancelled without the Principal incurring any Liability to the Distributor.
- The Distributor will not be entitled to any compensation on the expiry or termination of this Agreement howsoever arising for the loss of its rights hereunder.
CONFIDENTIALITY
- Each party will, subject to clause 2:
  - only use the other party’s Confidential Information for the purpose of performing its obligations and exercising its rights under this Agreement;
  - keep the other party’s Confidential Information secret, safe and secure; and
  - not disclose the other party’s Confidential Information to any other person.
- Each party may disclose the other party’s Confidential Information:
  - to the extent required by law or any court of competent jurisdiction or the rules of any governmental or regulatory body; and
  - to those of its officers, directors, employees and professional advisers who need access to that Confidential Information so that it can perform its obligations and exercise its rights under this Agreement. A party disclosing the other party’s Confidential Information under this clause 2.2 will procure that each person to whom it discloses that Confidential Information will not do or omit to do anything which if done or omitted to be done by that party would be a breach of this clause 14.
- For the purposes of this clause 14, “Confidential Information” means the terms of this Agreement and any information that relates to a party (or any of its Group Companies or businesses) and which is disclosed to the other party in connection with this Agreement, but excluding information that:
  - is at the relevant time in the public domain (other than by virtue of a breach of this clause 14; or
  - was received by the other party from a third party who did not acquire it in confidence.

ANNOUNCEMENTS

The Distributor will not make any Announcement, or permit any Announcement to be made, without the prior written consent of the Principal, except that the Distributor will be entitled to make Announcements if and to the extent required by law or by any governmental or regulatory authority.

INTELLECTUAL PROPERTY
- Nothing in this Agreement or any Contract will operate to transfer to the Distributor or, save as otherwise expressly provided, to grant to the Distributor any licence or other right to use any of the Principal’s Intellectual Property Rights, save that the Distributor may use the Principal’s Intellectual Property Rights in the Products solely to the extent necessary to exercise its rights and perform its obligations under this Agreement and Contracts.
- Without prejudice to clause 1, the Principal authorises the Distributor to use the Trade Marks in the Territory in relation to the Products for the purposes only of exercising its rights and performing its obligations under this Agreement and Contracts.
- The Distributor will not use:
  - any of the Trade Marks in any way which might prejudice their distinctiveness or validity or the goodwill of the Principal;
  - in relation to the Products any trade marks or names other than the Trade Marks without obtaining the prior written consent of the Principal; or
  - any trade marks or names so resembling the Trade Marks as to be likely to cause confusion or deception.
- The Distributor will not apply to register:
  - any of the Intellectual Property Rights in or relating to the Products; or
  - any trade marks or trade names so nearly resembling the Trade Marks as to be likely to deceive or cause confusion.
- If the Distributor becomes aware of any actual, threatened or suspected infringement of the Principal’s Intellectual Property Rights, the Distributor will promptly give written notice of this to the Principal and will, at the request of the Principal, provide such assistance as the Principal may reasonably require in connection with any action that it takes in relation to the same. The Distributor will take no steps or enter into any proceedings with respect to such infringement or claim without the prior written consent of the Principal.
- Without prejudice to the right of the Distributor or any third party to challenge the validity of any Intellectual Property Rights of the Principal, the Distributor will not do or authorise any third party to do any act which would or might invalidate or be inconsistent with any Intellectual Property Rights of the Principal and will not omit or authorise any third party to omit to do any act which, by its omission, would have that effect.
ASSIGNMENT AND SUBCONTRACTING
- The Distributor will not be entitled to assign, subcontract, transfer, charge, hold on trust for any person or deal in any other manner with any of its rights under this Agreement or any Contract unless it has obtained the prior written consent of the Principal to do so.
- The Principal will be entitled to sub-contract, assign, charge, transfer and hold on trust any of its obligations under this Agreement.
NOTICE
- Subject to clause 4, any notice given under or in connection with this Agreement or any Contract will be marked for the attention of the specified representative of the party to be given the notice and:
  - sent to that party’s address by [pre-paid first class post] or ;or
  - delivered to or left at that party’s address (but not, in either case, by one of the methods set out in clause 1.1); or
  - sent by e-mail to that party’s e-mail address.
- The address, e-mail address and representative for each party are set out in the distributor agreemetn may be changed by that party giving at least five (5) Business Days’ notice in accordance with this clause 18).

Any notice given in accordance with clause 1 will be deemed to have been served:
- if given by first class post as set out in clause 1.1, at 9:00am on the first Business Day after the date of posting;
- if given by registered airmail post as set out in clause 1.1, upon delivery; and
- if given as set out in clause 1.2, at the time the notice is delivered to or left at that party’s address; and
- if given as set out in clause 1.3, at the time of sending the e-mail;
To prove service of a notice it will be sufficient to prove that the provisions of clause 1 were complied with.
This clause 18 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.

GENERAL
- This Agreement and any and all Contracts constitute the entire agreement between the parties and supersede any prior agreement or arrangement in respect of their subject matter; and
  - neither party has entered into this Agreement or any Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in this Agreement;
  - the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into this Agreement or the relevant Contract and which is expressly set out in this Agreement or the relevant Contract will be for breach of contract; and
  - nothing in this clause 19 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
- A delay by the Principal in exercising (or the single or partial exercise) or failure to exercise a right or remedy under or in connection with this Agreement or any Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy.
- If any term of this Agreement or any Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable under the laws of any jurisdiction, such term will be deemed to be severed from this Agreement or the relevant Contract in respect only of such jurisdiction and this will not affect the legality, lawfulness or enforceability of such term under the laws of any other jurisdiction or the remainder of this Agreement or the relevant Contract which will continue in full force and effect.
- No variation to this Agreement or any Contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.
- The Distributor will not, and will procure that its officers, employees, agents and sub-contractors will not, commit any act which causes the Principal to be guilty of an offence under Section 7 Bribery Act 2010, or any equivalent foreign law.
- Nothing in this Agreement or any Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
- Each party agrees that it is an independent contractor and is entering into this Agreement and all Contracts as principal and not as agent for or for the benefit of any other person.
- The Principal’s employees, agents and sub-contractors will be entitled to enforce clause 11 subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999 and the terms of this Agreement. The parties may vary or rescind this Agreement or any Contract without the consent of the Principal’s employees, agents or sub-contractors.
- Save as provided in clause 8, the parties do not intend that any term of this Agreement or any Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.
AGENT FOR SERVICE
- The Distributor irrevocably appoints an Agent with an English address, (the “Agent”) as its agent for service in relation to all Service Documents. “Service Documents” means any claim form or other process and all other documents required to be served in any court proceedings in England and Wales arising out of or in connection with this Agreement (including (without limitation) in relation to any non-contractual obligations).
- Any Service Document will be effectively served on the Agent if:
  - sent to the Agent’s address by pre-paid first class post or mail delivery service providing guaranteed next working day delivery and proof of delivery; or
  - delivered to or left at the Agent’s address (but not, in either case, by one of the methods set out in clause 2.

The address of the Agent is set out in clause 20.1 and may be changed to another address in England or Wales by the Distributor giving at least [seven (7)] Business Days’ notice to the Principal in accordance with clause 18.

Any Service Document served in accordance with clause 2 will be deemed to have been served:
- if given as set out in clause 2.1, at 9.00am on the first Business Day after the date of posting; and
- if given as set out in clause 2.2, at the time the Service Document is delivered to or left at the Agent’s address.
To prove service of a Service Document on the Agent it will be sufficient to prove that the provisions of clause 2 were complied with.]

GOVERNING LAW

This Agreement and any and all Contracts and any non-contractual obligations arising out of or in connection with them will be governed by the law of England and Wales.

JURISDICTION
- Subject to clause 1, the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement (including in relation to any non-contractual obligations). Any party may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.
- Subject to clause 1, each party waives any objection to, and agrees to submit to, the jurisdiction of the courts of England and Wales

TERMS AND CONDITIONS

MANGAR HEALTH, TRADING NAME OF MANGAR INTERNATIONAL

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