Preview
Full Doc
 | 2000 |
Distributor and License Agreement
Distributor and License Agreement (77K)
Doc #298138: Click preview link for longer preview.
DISTRIBUTOR AND LICENSE AGREEMENT
DISTRIBUTOR AND LICENSE AGREEMENT, dated as of November 3, 2000,
between CARRINGTON LABORATORIES, INC., a Texas corporation ("Carrington"),
and MEDLINE INDUSTRIES, INC., an Illinois corporation ("Medline").
WHEREAS, Carrington manufactures and sells a dermal management
product line, which it presently markets itself through employees and
independent sale representatives;
WHEREAS, Medline has extensive experience in marketing products to
the hospital, nursing home and home health markets and sells certain dermal
management products of its own to such markets;
WHEREAS, Carrington desires that Medline take over the U.S. sales
and marketing function of its dermal management business by becoming its
exclusive distributor in the United States upon the terms and subject to the
conditions set forth in this Agreement;
WHEREAS, Medline desires to become the exclusive distributor in
the United States of Carrington's dermal management products and to take
over Carrington's present employee sales force and independent sale agents
upon the terms and subject to the conditions set forth in this Agreement;
and
WHEREAS, Medline desires that certain dermal management products
presently sold under the Medline brand be also sold under the Carrington
brand, and Carrington is willing to license certain Carrington trademarks
for such purpose upon the terms and subject to the conditions set forth in
this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Distributorship.
1.1. Appointment and Duties. Effective December 1, 2000 (the
"Effective Date"), Carrington hereby appoints Medline its exclusive
distributor of the dermal management products listed in Exhibit A, as
amended by addition or deletion from time to time by mutual agreement (the
dermal management products listed on Exhibit A, as so amended, the
"Products"), for distribution and sale to the hospital, nursing home and
home health care markets (the "Markets") in the United States, Canada,
Puerto Rico and the Virgin Islands (the "Territory"), subject to the terms
and conditions set forth in this Agreement. The Products listed on Exhibit
A as attached to this Agreement are, as of the date hereof, all of the
dermal management products sold by Carrington to the Market in the
Territory. Medline accepts such appointment and agrees to use reasonable
business efforts consistent with Medline's approach of offering best value
for customers and sales representatives, to sell Products to the Market in
the Territory. Medline will purchase such quantities of Products from
Carrington as may be necessary, in Medline's reasonable judgment, properly
to service and maintain appropriate inventory levels for customers within
the Territory. Between the date hereof and the Effective Date, Carrington
and Medline will take appropriate steps to effectuate the assumption by
Medline of its responsibilities hereunder and Carrington will cease selling
the Products to the Market in the Territory at the close of business on
November 30, 2000.
{PAGE}
1.2. Exceptions to Exclusivity. During the Term (as
hereinafter defined), Carrington will not directly or indirectly sell
Products to the Market in the Territory, except that:
(a) Carrington may continue to sell Products by direct
sale to purchasers who are natural persons and who order such quantities of
Products which do not suggest an intent to resell Products.
(b) Carrington will not assign the existing contracts
listed on Exhibit B. Carrington will continue to honor its obligations to
supply Products under such contracts through this Agreement. Medline and
Carrington will jointly manage and service the accounts which are the
subject of such contracts. It is the intent of the parties that Medline
receive the same economic benefits and undertake substantially the same
obligations from the sale of Products under such contracts as if such
contracts had been assigned to Medline, without any compensation to
Carrington for jointly managing the account. Without limiting the
generality of the preceding sentence, if such accounts are not billed by
Medline, Medline will nevertheless receive compensation equivalent to the
gross margins it would have received had it acted as distributor hereunder
for such accounts in the form of credits against amounts due to Carrington
from Medline under this Agreement. For all Products sold by Medline after
the Effective Date, Medline will be responsible for any distributor rebates
and contract administration fees under such contracts, either by directly
paying same or adjustment of the credits provided for in the preceding
sentence of this Section 1.2(b), as appropriate.
(c) For the avoidance of doubt, the exclusive
distribution rights granted by Carrington to Medline hereunder do not limit
the sale of any product, other than the Products, by Carrington to the oral
care, nutriceutical, veterinary or consumer products markets.
(d) It is the intent of this Agreement that Medline be
the exclusive distributor of all Carrington dermal management products to
the Market in the Territory. Accordingly, if Carrington develops
enhancements of any Product or new dermal management products that it
reasonably believes are suitable for sale to the Market in the Territory,
Carrington will make such enhancements or new products available to Medline
for distribution under this Agreement as additions to or substitutions for
existing Products. If Medline wishes to distribute such enhancements of any
Product or new dermal management products, it will notify Carrington within
90 days of notification from Carrington of the enhancement or new product.
If Medline does not wish to distribute such Product enhancement or new
dermal management product, Carrington may sell, or appoint one or more
distributors to sell, such Product enhancements or new dermal management
products to the Market in the Territory so long as they are not sold under
the Trademarks (as hereinafter defined) and no such enhancement or new
Product competes with an existing Product.
1.3. Territory. Carrington will use reasonable business
efforts to protect the exclusivity granted to Medline in Section 1.1.
Without limiting the generality of the foregoing, it will cease supplying
any purchaser of the Products inside or outside of the Territory if such
purchaser is reasonably believed to be reselling Products to the Market in
the Territory.
{PAGE}
1.4. Sales Outside the Territory. In any geographic area in
which Carrington does not have an exclusive distributor for the Products
(and Carrington will promptly after the execution of this Agreement deliver
to Medline a list of the geographic areas in which it has appointed
exclusive distributors of the Products and promptly notify Medline of any
changes to such list), Medline may sell Products to any customer which is
not at the time a customer of Carrington. Before accepting any order from a
customer outside the Territory, Medline will contact Carrington to ascertain
if such customer is a current Carrington customer. If Medline is able to
develop significant sales of Products in any geographic area outside the
Territory, Carrington and Medline will enter into good faith negotiations
concerning the amendment of this Agreement to include such geographic area
in the Territory.
1.5. Prices and Terms, etc. (a) All Products will initially
be sold by Carrington to Medline at the prices listed on Exhibit A, unless
298138
|
Carrington Labs
As referenced in this Distributor and License Agreement:
CARRINGTON LABORATORIES, – 2
{FILENAME}0002.txt
{TEXT}
EXHIBIT 10.1
DISTRIBUTOR AND LICENSE AGREEMENT
DISTRIBUTOR AND LICENSE AGREEMENT, dated as of November 3, 2000,
between CARRINGTON LABORATORIES, INC., a Texas corporation ("Carrington"),
and MEDLINE INDUSTRIES, INC., an Illinois corporation ("Medline").
WHEREAS, Carrington manufactures and sells a dermal management
product
_____________
Carrington Laboratories, – prepaid
overnight delivery through a nationally recognized courier service, or (c)
prepaid certified or registered mail, return receipt requested:
If to Carrington, to:
Carrington Laboratories, Inc.
2001 Walnut Hill Lane
Irving, Texas 75038
Attention: President
If to Medline, to:
Medline Industries, Inc.
One Medline Place
Mundelein, Illinois
_____________
CARRINGTON LABORATORIES, – of law rules.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Medline
Agreement to be executed by their duly authorized representatives.
CARRINGTON LABORATORIES, INC.
By /s/ Carlton E. Turner
-------------------------
Title:President & CEO
MEDLINE INDUSTRIES, INC.
By: /s/ Andy Mills
------------------
Title: President
Exhibit A - Products and
_____________
CARRINGTON LABORATORIES, – Product Name Only
{PAGE}
EXHIBIT E
TRADEMARK SECURITY AGREEMENT
THIS TRADEMARK SECURITY AGREEMENT ("Agreement") made as of
November 3, 2000, by and between CARRINGTON LABORATORIES, INC., a Texas
corporation ("Carrington"), and MEDLINE INDUSTRIES, INC., an Illinois
corporation ("Medline").
W I T N E S S E T
_____________
CARRINGTON LABORATORIES, – any of the provisions hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
CARRINGTON LABORATORIES, INC., a Texas corporation
By: /s/ Carlton E. Turner
-------------------------
Title: President & CEO
Accepted and agreed to as of November 3, 2000:
MEDLINE
_____________
dt 255858
;
| Medline Industries, Inc.
|