can you replace the word distributer to the word agent in this text  A.	Appointment of Exclusive agent
The Company hereby appoints xxxxxxxxxxxx (hereinafter called as the “Exclusive agent”) an authorized as general distributor of the ----------------------products set forth in Annex 1 attached hereto and made a part hereof (hereinafter called the “Products”), as may be amended from time to time by written agreement of the parties.



B.	Territory
The geographical area (hereinafter called the “Territory”) in which the Distributor is authorized to distribute the Products and shall be measured in fulfilling the responsibilities specified in this Agreement is xxxxxxxxxxxx The Distributor shall not export the Products other than Territory unless approved and agreed by the Company in writing. 
C.	Term of Agreement
Upon the execution of this Agreement by an authorized representative of each party, it shall become effective as of the date set forth above and shall continue for a period of Three Years unless terminated in accordance with paragraphs H or I of Section 5 of this Distribution Agreement. The Agreement shall automatically continue in full force and effect for a period of one Year, unless either party gives written notice of termination at least thirty days prior to the expiration of this Agreement.
Section 2: Company Responsibilities
A.	The Company (Manufacturer) Agrees:
1. To sell Products to the Distributor for resale by it under the Terms and Conditions set forth in the Agreement from attached as Annex 2.
2. To use reasonable efforts to supply such Products ordered by the Distributor in the quantities and at the times specified by the Distributor in its purchase orders on the terms and conditions set forth in this Agreement, provided, however, that the lead times specified by the Distributor in its purchase orders shall not be less than the minimum lead times designated from time to time, by the Company for orders of such Products.
3. To provide the Products based on the transfer prices specified in Annex 2 and modified from time to time by mutual agreement.
4. To support the sales efforts of the Distributor by:
  i) supplying the Distributor with technical and regulatory support, after-sales assistance as Distributor may reasonably require for its distribution.  
ii) providing sales applicable advice in response to the Distributor’s requests made by facsimile letter or e-mail. 
Section 3: Distributor Responsibilities
A.	The Distributor Agrees:
1.	To use its best efforts to sell, advertise and promote the sale, and use SUKKAR Products throughout the territory to fulfill the sales targets mutually agreed.
2.	Not to sell or promote the products outside assigned territory and in case of such incident, the seller will send written warning and if repeated then seller has all right to take any action, he sees suitable against this action even if it may result termination of this agreement. 
3. To act dutifully and in good faith to the Company at all times during the continuance of this Agreement. 
4. Maintaining good relationships with customers in the Territory in accordance with sound commercial principles.
5. To order and maintain adequate stocks of the Products and renewal parts to meet the needs of its customer. 
6. To provide or make available service, directly or otherwise, as may be required by customers for Products and to conform to the service and instructions of the Company when providing such service for the Products.
7. To inform the Company of any observations and complaints made by customers in respect of after-sale defects in the Products delivered and shall act in the Company’s best interests. The Distributor will not accept or settle any claim or damage unless approved and agreed by the Company in writing. 
8. To appoint (where appropriate) such dealers in the Territory for the term of this Agreement as are necessary in order to provide adequate sales and service coverage instruct such dealers as necessary in the sale and servicing of the Products and cause such dealers to comply with the Company’s rules and regulations concerning trademarks and trade names.
9. To furnish the Company such information relating to sales, service and inventory at such times as the Company and Distributors agree. 
    10. To obtain the Company’s authorization for any type of promotion aids or advertisement which use the name of SUKKAR or brand under Sukkar name or Sukkar Twist lancets, prior to the publication.
   11. FORECAST: The numbers of the forecast will be renewable via the negotiation between both parties every year. The parties have identified the following approximate forecast for the initial year:
Section 4: Joint Responsibilities
A.	Both parties are aware of the need to be competitive in the market. Therefore, if at any time a Distributor finds that competitive activity, whether in pricing, terms of sale, or other factors, prevents it from being effective in selling Products in the Territory, the Company, upon submission of documentary evidence of the competitive position by the Distributor, agrees to review the situation carefully. and take any corrective action the company feels is prudent and feasible, in order to maximize the distributor's sales in the territory.

B.	Both parties shall comply with all applicable laws and regulations relating to the sale of the Products (other than those relating to the nature, method of manufacture, packaging or labeling of the Products) and shall notify the Company of any changes in the laws and regulations in the Territory relating to the nature, method of manufacture, packaging or labeling of the Products which are delivered in the Territory.
Section 5: General Conditions of Distribution
A.	Standard Conditions
All sales of Products, made by Company to the Distributor, are subject to the provisions of this Agreement and to the provisions of the Company's Export Conditions, which are attached to this document in Appendix 2. They are part of this Agreement and any subsequent part thereof. Provided, that such modifications shall not conflict with other provisions of this Distributor Agreement...and will be effective only after 30 days' notice to Distributor...and any provision of any purchase order made by Distributor that is inconsistent with or in addition to this Agreement (except for additional provisions which specify The quantity and description of delivery schedules required for products and billing instructions) shall be void, unless accepted by the Company in writing (other than a routine acknowledgment).
B.	Company Trade Name and Trademarks
The Distributor acknowledges that the words “SUKKAR” and “PERFECT61” are the dominant feature of the trade name of the Company and that the marks “SUKKAR” and “PERFECT61” are principal trademarks for products manufactured and / or sold by the Company. The Distributor agree that it will not in any manner use the words “SUKKAR” and “PERFECT61”, or any imitation or variant thereof, as a part of the Distributor’s trade name, company or firm name, nor will it grant such use to any subsidiary or affiliate or to dealers, if any, appointed by the Distributor. The Distributor agrees to comply at all times with the rules and regulations furnished to the Distributor by the Company with respect to the use of such trademarks and trade name and express and identify properly the “Authorized Distributor” relationship with the Company for the Products and that is will not publish, encourage or approve any advertising or practice which might mislead or deceive the public or might be detrimental to the good name, trademarks, goodwill or reputation of the Company or its products and the Distributor further agrees, upon request, to discontinue any advertising or practice deemed by the Company to have such effect.
C.	Private Information
Each party shall keep any matters relating to the other’s technique business and Products confidential and, save where disclosure is required purely and solely for the purposes of this Distribution Agreement, shall not disclose it to any other third party. Hereinafter this type of information will be referred as Restricted Information.
D.	Export Controls
The Company’s obligations hereunder shall be subject at all times to the export administration and control laws and regulations of the KINGDOM OF SAUDI ARABIA Government, and any amendment thereof. The Distributor agrees that with respect to the resale or any other disposition of products and any commercial and technical data and information supplied by the Company, the Distributor shall comply fully with the export administration and control laws and regulations of the KINGDOM OF SAUDI ARABIA Government and any amendments of such laws and regulations.
E.	Relationship of Parties and Governing Laws
1. This Distributor Agreement is non-assignable.
The Distributor is an independent contractor to the Company… It is understood that the Distributor and/or its agents, subsidiaries, affiliates, and employees have no right or authority to create in writing or otherwise, any obligation of any kind, expressed or implied, in the name of or on behalf of the Company.
2. The formation, validity, construction and performance of this Agreement are subject to and shall be governed by the laws and regulations of SAUDI ARABIA, also the trade terms under this Agreement shall be governed and interpreted under and by the provisions of International Commercial Terms for the Interpretation of Trade Terms (INCOTERMS 2000).  Provided, however, that in case there is any inconsistency between the provision of this Agreement and interpretation under the INCOTERMS, the provisions of this Agreement shall prevail.
F. Arbitration
1. As a condition precedent to initiating a lawsuit against the other party relating to this Agreement, the parties agree to work in good faith to resolve between them all disputes and claims arising out of or in connection with this Agreement.  To this end, the party seeking to initiate a lawsuit must formally request in writing that the other party designate a senior executive employee with authority to bind that party to meet to resolve the dispute within ten business days in any other location agreed to by the parties.  During these discussions, each party will honor the other’s reasonable requests for non-privileged and relevant information.  The parties may agree to include an independent mediator in the discussions.

 2. Except as herein above provided, any dispute arising under this Agreement which is not settled by agreement of the Parties shall be submitted to binding arbitration in the KINGDOM OF SAUDI ARABIA COURTS. The dispute is submitted to arbitration under the auspices of the Chamber of Commerce in Jeddah in the Kingdom of Saudi Arabia and in accordance with its provisions, through three arbitrators qualified for the arbitration procedures (each party chooses an arbitrator and a weighted person is appointed) and the parties are obligated to bear these expenses, each in his own jurisdiction, , and the decision of the The arbitral tribunal shall be final and the parties shall abide by it immediately
 3. In arriving at their decision, the arbitration shall consider the pertinent facts and circumstances and follow the terms and conditions of this Agreement.
G. Limitation of Liability
In no event shall the Company be liable for consequential, incidental, special or punitive damages, and the Company’s liability on any claim, whether in contract tort (including negligence and strict liability) or otherwise, for any loss or damage arising out of, connected with, or resulting from this Agreement, shall in no case exceed the price allocable to the Products, or parts thereof, to which the claim relates.
H.	Termination
Either Party may terminate this Distribution Agreement by serving written notice on the other if:
1. The other Party is in breach of any terms of this Distribution Agreement and in the case of a breach not capable of remedy, has failed to remedy the breach within 30 days after service of written notice from the other party; or
2. The other Party goes into a voluntary arrangement for liquidation or bankruptcy or receivership or ceases to carry on its business or anything analogous to the foregoing occurs in the jurisdiction in which the other party operates.
I.	Rights and Obligations upon Expiration or Termination
1. Subsection B, C, D, G, of Section 5 hereof shall survive the expiration or termination of this Agreement and shall remain binding upon the parties until fully discharged in accordance with their provisions.

2. With 30 days after the expiration or termination of this Agreement, unless a new Agreement in writing shall have been entered into between the parties relating to the Products:
a. The Distributor shall turn over to the Company, in accordance with its instructions and free of charge, all of the Distributor’s records of the Products delivered to end-users or distributors so that the traceability of sold products can be performed at any time upon request.
b. The Company may, at its option, repurchase from the Distributor, at the net price paid by the Distributor, any or all of said Products and repair or replacement parts thereof which the Company deems commercially usable, and any usable advertising and promotional materials, and special tools and equipment for servicing said Products of which the Distributor is then the owner, and the Distributor shall in any event make available to the Company free of charge all such Products, parts, materials, tools and equipment which the Company has made available to the Distributor at free of charge.  
3. Upon expiration or termination of this Agreement
The Distributor excepts as may be otherwise authorized in writing by the Company, shall cease to use the name and trademarks of SUKKAR and PERFECT61, including removal of the words SUKKAR and PERFECT61 from all buildings under the control of the Distributor, and shall ensure such cessation of use and removal by all persons claiming to have received the right to such use from the Distributor.
4. The acceptance of any order from, or the sale of any Products to the Distributor, after the expiration or termination of this Agreement shall not be construed as a renewal or extension hereof nor as a waiver of termination but, in the absence of a written agreement signed by the Company, all such transactions shall be governed by provisions identical with the applicable provisions of this Agreement.
5. Neither the Company nor the Distributor shall be liable by reason of termination. Expiration. or non-renewal of this Distributor Agreement to the other for compensation of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of the Company or the Company or the Distributor or otherwise.
J.	Release of Claims
In consideration of the execution of the Agreement by the Company, the Distributor hereby releases the Company from all claims demands, contracts and liabilities, if any there be, relating to the distribution of the Products as of the date of execution of this Agreement by the Distributor. 
K.	Failure to Enforce
The failure of either party to enforce, at any time or for any period of time, any provision hereof in accordance with its terms shall not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each and every such provision.
L. Force Majeure and Excusable Delays
1. If either of the parties to the Agreement is prevented from performing its obligations of this Agreement by such causes of Force Majeure such as war, serious fire, flood, typhoon, earthquake, delays in transportation or other unexpected adverse occurrences; or by delays from any other cause agreed to between the parties, the time for such performance under this Agreement for specific purchasing orders shall be extended by a period equal to the delay resulting from those causes.

2. The prevented party shall notify the other party by cable or facsimile within the shortest practicable time of the occurrence if the Force Majeure or other excusable delay and within fourteen (14) days thereafter send a confirming registered letter to explain the occurrence of the Force Majeure or other excusable delay. The prevented party shall provide suitable evidence of the Forced Majeure.
3. Should the effect of Force Majeure or other excusable delay continue for more than one hundred twenty (120) consecutive days, both parties shall settle the further performance of the Agreement or specific purchasing order through amicable negotiations as soon as possible.
M. Notice
Notices and other communications between the parties shall be in the Arabic or English languages and shall be deemed to be validity to the other party at the following address: Including e-mail
If to the Company:
              DIANA MEDICAL FACTORY Co., Ltd.
ST24, Assir Industrial city (MODON)
Khamis Mushait,
P.O. Box: 2326-7646-62455
Kingdom of Saudi Arabia
Contacts: <PRESIDIO_ANONYMIZED_PHONE_NUMBER>    www.sukkar.com.sa
               info@sukkar.com.sa

If to the Distributor:
Xxxxxxxxxx
Xxxxxxxxxxxxxx
Xxxxxxxxxxxxxxxx
P.O. Box: 
Xxxxxxxxxxxxxxx
Contacts: 
www. 
info@ 

All notices so addressed shall be effective when received. Either party may change its address by giving written notice thereof to the other party.
N. Shipment/Payment
1. All Products shall be delivered F.O.B. at any port in SAUDI ARABIA. 
2. The sales price of the Products Payment has to be 30% Down payment and 70% T/T before shipment. Payment shall be submitted to Diana Medical Factory Co.ltd at the address stated above and/or the account stated in the invoices
O. Execution and Modification
1. This Agreement contains the entire and only agreement between the parties and any representations, terms or conditions relating thereto or in connection there with not incorporated herein shall not be binding upon either party. This Agreement supersedes all prior or preexisting agreements or arrangements between the parties relating to the sale to and the purchase and distribution by the Distributor prior to the effective date of this Agreement.
2. No changes, modification, extension, renewal ratification, termination, notice of termination, discharge, abandonment or waiver of this Agreement or any of the provisions hereof nor any representation. Promise or condition relating to this Distributor Agreement shall be binding upon the Company unless made in writing and signed on its behalf by an authorized representative of the Company (Manufacturer).
The signatories to this agreement and those authorized by both the company (manufacturer) and the distributor are as follows: