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DISTRIBUTION OF NIST STANDARD REFERENCE MATERIALS 

NON-EXCLUSIVE LIMITED DISTRIBUTION AGREEMENT 

THIS AGREEMENT is by and between [distributor name] (hereinafter collectively referred to 

as DISTRIBUTOR) and the National Institute of Standards and Technology (NIST) to 

distribute certain NIST Standard Reference Materials (SRMs). 

1. Terms of Agreement 

1.1. Based on NIST’s assessment of the DISTRIBUTOR’s capabilities, facilities, 

quality system, and accreditations, NIST will allow DISTRIBUTOR to resell 

NIST’s entire SRM product catalog with the exception of NIST Radioactive 

SRMs. 

1.2. NIST only enters into non-exclusive limited distribution agreements with 

producers of Certified Reference Materials (CRM) that are accredited and 

certified by a third-party to ISO 17034 for all SRM product categories similar to 

the NIST catalog, excluding NIST Radioactive SRMs. 

1.3. NIST only enters into non-exclusive agreements with CRM producers that are 

ISO 9001 certified, having official written procedures and training documentation 

in the areas of customer service, product design, manufacturing, analysis, change 

management, certification, packaging, storage, shipping, and purchasing. Risks 

and opportunities are also assessed within these areas. Complaints are 

documented with corrective and preventative measures utilized to ensure 

continuous improvement.

2. Obligations of NIST 

Upon execution of this AGREEMENT, NIST will: 

2.1. Accept orders from DISTRIBUTOR and execute the sale at then-current NIST 

prices; Affiliates of DISTRIBUTOR including those identified in Appendix A, shall 

be permitted to purchase SRMs from NIST and DISTRIBUTOR shall have the right 

to sub-distribute the SRMs through its affiliates, dealers, and/or sub-distributors; all 

parties shall meet the requirements in 1.2 and 1.3. 

2.2. Ship SRMs, as listed by NIST as available for sale, to DISTRIBUTOR’s 

nominated shipment point according to NIST standard performance 

specification for that shipping point; 

2.3. Use reasonable efforts to advise DISTRIBUTOR of any sold out or 

discontinued SRMs; 

2.4. Advise DISTRIBUTOR of SRMs that are to be discontinued when sold out, 

SRMs that are placed on a sales restriction, and SRMs that have had a price 

change; 

2.5. Notify DISTRIBUTOR by SRM number and lot number if appropriate of any 

SRM being recalled and to accept return or disposal; 

2.6. At the point of sale, provide DISTRIBUTOR with copies of current SRM 

Certificates of Analysis, Reports of Investigation, and Safety Data Sheets 
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(hereinafter collectively referred to as DOCUMENTATION) in the English 

language; 

2.7. Notify DISTRIBUTOR of DOCUMENTATION updates available at 

https://www.nist.gov/srm. 

2.8. Include the name and contact details of DISTRIBUTOR in the NIST SRM 

Catalogue, both print and electronic forms; 

2.9. Provide the same level of support for end users of SRMs sold by 

DISTRIBUTOR as is provided by NIST to its direct end users; 

2.10. Provide DISTRIBUTOR with new SRMs specification and associated 

documentation, when available. Such specification and documentation can be but 

not limited to: SRM name, description, CoA, NIST publications and marketing 

documentation associated with this new SRM). For clarification purpose, this 

documentation will be shared by NIST in order to advance sales in the 

DISTRIBIUTOR’s market. 

3. Obligations of DISTRIBUTOR 

DISTRIBUTOR agrees to the following conditions, obligations and understandings: 

3.1. DISTRIBUTOR shall be free to set the retail price of SRMs sold by 

DISTRIBUTOR. 

3.2. DISTRIBUTOR shall ensure that inward and outward transport of SRMs will 

comply with all domestic and international shipping regulations as well as the 

requirements of the U.S. Department of Commerce and NIST, particularly with 

respect to hazardous goods and cold temperature shipping. 

3.3. DISTRIBUTOR shall comply with United States export laws and regulations, 

including, but not limited to, the International Traffic in Arms Regulations and 

the Department of Commerce Export Regulations. 

3.4. DISTRIBUTOR shall use reasonable efforts to promote and increase sales 

of the SRMs covered by the AGREEMENT, as detailed in Paragraph 5, 

Promotion and Publicity. 

3.5. DISTRIBUTOR shall maintain such stock of SRMs as DISTRIBUTOR deems 

necessary to meet market needs. Such storage shall comply with the 

requirements of Paragraph 3, Storage and Distribution of SRMs. 

3.6. DISTRIBUTOR shall sell only those NIST SRMs that are authorized for sale by 

NIST and sold to DISTRIBUTOR by NIST under this AGREEMENT. 

3.6.1. DISTRIBUTOR may continue to offer for sale and sell SRMs designated 

by NIST as discontinued when sold out until DISTRIBUTOR’s stock is 

depleted or material reaches its expiration date. 

3.6.2. DISTRIBUTOR shall immediately cease offering for sale or selling SRMs 

designated by NIST as on restriction until advised otherwise in writing by 

NIST. 

3.7. DISTRIBUTOR shall encourage the end-user to register SRM purchases on 
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the NIST website at www.nist.gov/srm at https://www.nist.gov/srm/registrationand-surveys. 

3.8. DISTRIBUTOR shall keep the following current based on communication 

from NIST: 

3.8.1. DOCUMENTATION, including the SDS and COA, with the material to 

ensure distribution to the end-user, 

3.8.2. Expiration dates with current dates, 

3.8.3. DISTRIBUTOR’S Product website. 

3.9. DISTRIBUTOR shall permit NIST to visit and inspect once per calendar year, 

during DISTRIBUTOR’s normal business hours, with thirty (30) day’s 

advance notice to DISTRIBUTOR, DISTRIBUTOR’s place(s) of business, to 

assess DISTRIBUTOR’s conformance to quality assurance practices in 

accordance with ISO 17034:2016 and ISO 9001:2015 along with any specific 

instructions on the certificates of NIST SRMs stored by DISTRIBUTOR. 

3.10. For any such visit by NIST, DISTRIBUTOR shall cooperate fully with NIST, 

including providing NIST unrestricted access to any and all NIST SRMs in 

possession of DISTRIBUTOR, as well as access to relevant and knowledgeable 

personnel of DISTRIBUTOR. Such visits shall not cause any undue business 

disruption to DISTRIBUTOR. 

3.10.1. The cost to NIST of any such NIST visit will be borne by NIST; however, 

NIST shall not be responsible for any costs incurred by DISTRIBUTOR 

for such NIST visit. 

3.10.2. Following an assessment, if NIST determines that DISTRIBUTOR is in 

non-compliance with the provisions of ISO 17034:2016, ISO 9001:2015 

or specific instructions on the certificates of NIST SRMs under this 

AGREEMENT, NIST will provide written notice to DISTRIBUTOR of 

the identified findings and required corrective action. DISTRIBUTOR 

shall promptly resolve all identified findings to NIST’s satisfaction. 

3.11. DISTRIBUTOR shall immediately inform NIST Office of Reference Materials 

(ORM) of any complaint or concerns expressed by purchasers of SRMs. 

3.12. DISTRIBUTOR shall be responsible to ensure that its named affiliates 

comply with this AGREEMENT. 

3.13. DISTRIBUTOR shall be responsible to convey SRM product notifications from 

the NIST Office of Reference Materials to their customers. 

3.14. DISTRIBUTOR shall notify NIST with any changes to the list of named 

purchasing affiliates in Appendix A as soon as practicable. 

3.15. DISTRIBUTOR shall pay NIST the full invoice amount in agreement with the 

payment terms in the signed Pro Forma. 

4. Storage and Distribution of SRMs 

4.1. DISTRIBUTOR must hold a valid ISO 17034:2016 accreditation as a producer 

of Certified Reference Materials. Accreditation shall be from a body that is a 

member of the International Laboratory Accreditation Cooperation (ILAC). 

4.1.1. Accreditation certificate and scope shall be attached as Appendix C to this 

AGREEMENT. 
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4.2. DISTRIBUTOR agrees that the scope of the accreditation must include all 

aspects associated with the proper storage, handling, and distribution of 

certified reference materials, and in particular must include: 

 Sales activities including dealing with update of Certificates and 

introduction of new products; 

 Dealing with Non-Conformities and Complaints; 

 Conveying notifications of updates and recalls to customers 

 Audits; 

 Staff Training. 

4.3. For NIST SRM products purchased by DISTRIBUTOR, the storage, handling, 

and distribution environment provided by DISTRIBUTOR must conform to 

the relevant parts of ISO 17034:2016 and ISO 9001:2015 to ensure the 

integrity of NIST SRM products. 

4.4. Where shipment to final end-user requires the use of external facilities that are 

not themselves accredited in accordance with the relevant parts of 

DISTRIBUTOR’s ISO 17034:2016 accreditation and ISO 9001:2015 

certification, then DISTRIBUTOR shall ensure actual conformance of such 

external facilities through appropriate and periodic audits, and shall provide 

NIST with the results of such audits by DISTRIBUTOR. 

4.5. DISTRIBUTOR agrees to provide secure and appropriate storage facilities for 

hazardous materials in full conformity with all local environmental, health and 

safety regulations; 

4.6. DISTRIBUTOR agrees to have in place a data system that allows a full 

historical audit trail for every SRM unit to ensure that if NIST needs to contact 

the end-user, this can be done promptly; 

4.7. DISTRIBUTOR agrees to neither alter, obscure, remove or conceal or otherwise 

interfere with labels applied to the SRMs by NIST, other than to add 

supplementary labels indicating “Supplied by (DISTRIBUTOR Name)” 

4.8. If any NIST label is not, in the judgment of DISTRIBUTOR, compliant with 

Globally Harmonized System (GHS) requirements, DISTRIBUTOR may add a 

supplementary label, in which case DISTRIBUTOR must inform NIST and 

provide a copy of the additional label added. 

4.9. DISTRIBUTOR agrees to distribute the SRMs to end-users using appropriate 

packaging that will ensure the SRM reaches the end-user in an unchanged 

condition; 

4.10. DISTRIBUTOR agrees to comply with all local, national and international 

regulations for the shipping of hazardous or biological materials, as appropriate 

to the SRMs in the shipment. 

4.11. All SRMs shall be properly marked, packed and shipped in accordance with 

(i) the specifications, (ii) the instructions for shipping and packaging included 
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in the applicable order, and (iii) all applicable laws. NIST shall notify 

DISTRIBUTOR immediately of any variation of the instructions included in the 

applicable order. 

5. Promotion and Publicity; Use of Trademarks 

5.1. DISTRIBUTOR may identify itself to the public as a “Licensed Distributor of 

NIST Standard Reference Materials®” and is hereby granted a non-exclusive, 

royalty-free right, without the right to sub-license, license to use the Registered 

NIST Trademark STANDARD REFERENCE MATERIAL® and “SRM®” in its 

literature and on its website in connection with DISTRIBUTOR’s promotion, 

marketing and sales of SRMs during the term of this AGREEMENT only.

5.2. NIST shall have the right, at all reasonable times, to inspect the 

DISTRIBUTOR’s goods, services and promotional activities employing the 

Licensed Marks to ensure that such use is of proper quality and otherwise 

consistent with this AGREEMENT. Notwithstanding the foregoing, 

DISTRIBUTOR has no right to use any other Logo or Mark of NIST or the 

United States Department of Commerce. DISTRIBUTOR agrees that the 

neither the Name of NIST or the United States Department of Commerce will 

be used in any manner which would constitute an endorsement of 

DISTRIBUTOR’s products or services not included under this AGREEMENT. 

5.3. DISTRIBUTOR agrees that it is prohibited from interfering with NIST’s rights 

in the Licensed Marks, including challenging NIST’s use, registration of, or 

application to register any of the Licensed Marks, alone or in combination with 

other words or designs, anywhere in the world. DISTRIBUTOR is further 

prohibited from attempting to register any Licensed Marks, or any confusingly 

similar mark, whether or not registered by NIST, alone or in combination with 

other words or designs, as a U.S. or foreign trademark, and from asserting 

trademark rights in such mark through DISTRIBUTOR’s use. Any rights 

asserted by DISTRIBUTOR in such mark shall vest in NIST, and any goodwill 

from use of such mark by DISTRIBUTOR shall inure to the benefit of NIST. 

5.4. DISTRIBUTOR shall abide by the following guidelines for the use of the 

Licensed Marks: 

5.4.1. NIST considers the Licensed Marks to be its trademarks and service 

marks and holds them out to the public as such. 

5.4.2. DISTRIBUTOR in using any of the Licensed Marks that is or hereafter 

becomes federally registered shall clearly indicate that the mark is 

federally registered with the U.S. Patent & Trademark Office and that it is 

the property of the National Institute of Standards and Technology, U.S. 

Department of Commerce. Such indication of registration shall be in the 

form of the "®" (“R in a circle”) designation. The DISTRIBUTOR in 

using any of the Licensed Marks that is not federally registered shall 
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clearly indicate that the mark is the property of the National Institute of 

Standards and Technology, U.S. Department of Commerce. Such 

indication shall be in the form of the “TM” or “SM” designation. Where 

possible, a statement such as “STANDARD REFERENCE MATERIAL® 

is a federally registered trademark and service mark of NIST” or “SRMTM 

is a trademark and service mark of NIST” shall also be used. 

5.4.3. DISTRIBUTOR shall include the following statement as a running link 

labeled “Trademarks” on its web site pages, as well as on any printed 

literature of DISTRIBUTOR that includes any of the Licensed Marks:

“(DISTRIBUTOR name) is a Licensed Distributor of NIST Standard Reference 

Materials®, NIST®, STANDARD REFERENCE MATERIAL®, SRM® and 

depictions or representations thereof, are trademarks and service marks of the 

National Institute of Standards and Technology of the Department of 

Commerce.” 

5.4.4. DISTRIBUTOR shall not use any of the Licensed Marks, or a confusingly 

similar element or variant thereof, as a second level domain name. 

5.5. DISTRIBUTOR is required to notify NIST of any potential infringement of the 

Licensed Marks of which the DISRIBUTOR is or becomes aware. 

DISTRIBUTOR shall also notify NIST of any claims of which DISTRIBUTOR 

is aware that the Licensed Marks are infringing the name, logo or trademark of 

another. 

5.6. DISTRIBUTOR agrees to provide all lawful assistance, as reasonable, to NIST 

should NIST decide to register any of the Licensed Marks in the U.S. or foreign 

countries. DISTRIBUTOR shall comply with all applicable legal requirements 

governing trademark and service mark use, including but not limited to, 

registered user requirements. DISTRIBUTOR agrees that all use of the 

Licensed Marks by DISTRIBUTOR shall inure to the benefit of the NIST. 

5.7. The DISTRIBUTOR may issue its own catalogues and literature in paper, 

electronic or other formats to support the promotion and publicity of NIST 

SRMs. 

5.7.1. Upon request, copies of all such DISTRIBUTOR material shall be 

provided to NIST. 

5.8. DISTRIBUTOR shall manage publicity measures including, but not limited to: 

5.8.1. Attendance at learned society and commercial exhibitions and symposia; 

5.8.2. Maintenance of sufficient web pages needed to provide a full and accurate 

description of offered SRMs, including the facility to download SRM 

DOCUMENTATION, including a link to the NIST Web page applicable 

to the SRM; 

5.8.3. Advertising, using both own and third party media and other 

appropriate means to effectively distribute promotional and technical 

material. 
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6. This AGREEMENT is non-transferable; should DISTRIBUTOR change ownership the 

AGREEMENT is terminated, except DISTRIBUTOR may, with the written approval of 

NIST, which shall not be unreasonably withheld, assign to: (i) any purchasing affiliate 

of DISTRIBUTOR, provided that any such assignment shall not relieve 

DISTRIBUTOR as the primary obligor hereunder, or (ii) in connection with the merger, 

consolidation or sale of the stock or substantially all of the assets of the DISTRIBUTOR 

business responsible for the performance of this Agreement; provided, however, any 

such assignment shall not prejudice NIST. Notwithstanding the foregoing, NIST hereby 

consents to any assignment or transfer to [distributor name] or its purchasing affiliates.

7. Duration and Termination

7.1. Term of Agreement. Subject to earlier termination pursuant to Section 8, this 

AGREEMENT shall commence [add effective date] (Effective Date) and will 

remain in effect until the one (1) year anniversary of the Effective Date. This 

AGREEMENT can be renewed only upon written mutual agreement. 

7.2. NIST and DISTRIBUTOR entered into a Non-Exclusive Limited Distribution 

Agreement (PRIOR AGREEMENT), effective [add current agreement 

effective date] under which NIST agreed to supply and DISTRIBUTOR 

agreed to procure and distribute certain NIST Standard Reference Materials 

(SRMs). 

7.3. The PRIOR AGREEMENT will expire on [add date] and the Parties wish to 

complete this AGREEMENT to enable NIST SRMs to continue to supply and 

DISTRIBUTOR and its Affiliates to continue to procure and distribute SRMs. 

8. Early Termination

8.1. This AGREEMENT may be terminated by either party to this AGREEMENT 

(Party) without cause by giving the other Party 60 (sixty) days’ notice in 

writing. 

8.2. In the event of a breach of the AGREEMENT by a Party (such Party being the 

“Breaching Party”), the non-breaching Party may, by written notice to the 

Breaching Party, terminate this AGREEMENT and any order outstanding 

thereunder unless, if the breach is able to be cured, the Breaching Party cures 

the breach, to the satisfaction of the non-breaching Party, within thirty (30) days 

after receipt of notice and the Breaching Party provides the non-breaching 

Party, upon request, with assurances, acceptable to the non-breaching Party, of 

future performance. 

8.3. In the event that DISTRIBUTOR loses Accreditation under ISO 17034:2016 or 

ISO 9001:2015, DISTRIBUTOR shall promptly notify NIST. NIST shall have 

the right, but not the obligation, to terminate this AGREEMENT at its sole 
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discretion. Failure to promptly notify NIST of loss of accreditation shall be 

deemed a breach of this AGREEMENT. 

8.4. Notwithstanding any other provision hereof, this AGREEMENT may be 

modified or terminated by NIST in the event that: 

8.4.1. NIST determines, in its sole discretion, that DISTRIBUTOR has willfully 

made a material false statement or willfully omitted a material fact in any 

report required under this AGREEMENT; or 

8.4.2. DISTRIBUTOR is adjudged a bankrupt, files a petition for bankruptcy or 

has its assets placed in the hands of a receiver or makes any assignment or 

other accommodation for the benefit of creditors. 

8.5. DISTRIBUTOR recognizes and acknowledges that a breach by DISTRIBUTOR 

of this AGREEMENT may cause NIST irreparable damage which cannot be 

readily remedied in monetary damages in an action at law, and may, in addition 

thereto, constitute an infringement of the Licensed Marks. In the event of any 

default or breach by DISTRIBUTOR that could result in irreparable harm to 

NIST or cause some loss or dilution of NIST’s goodwill, reputation, or rights in 

the Licensed Marks, DISTRIBUTOR agrees that NIST shall be entitled to seek 

immediate injunctive relief to prevent such irreparable harm, loss, or dilution in 

addition to any other remedies available. 

8.6. NIST agrees to promptly consider and adjudicate any and all claims which may 

arise out of this Agreement resulting from the actions of NIST, duly authorized 

representatives, or contractors of the Government, and to pay for any damage or 

injury as may be required by Federal law. Such adjudication will be pursued 

under the Federal Tort Claims Act, 28 U.S.C. Section 2671 et seq., the Federal 

Employees Compensation Act, 5 U.S.C. Section 8101 et seq., or such other 

legal authority as may be pertinent. 

9. Effect of Expiration or Termination

Upon expiration or termination of this AGREEMENT for any reason: 

9.1. All orders accepted by NIST prior to the effective date of the termination or 

expiration shall be fulfilled pursuant to and subject to the terms of this 

AGREEMENT, even if the shipment dates of products under such orders are 

after the effective date of expiration or termination; 

9.2. Except as noted in 9.1 and 9.3, within 5 days of expiration or termination per 

Section 8 of this AGREEMENT, DISTRIBUTOR shall: 

9.2.1. cease to operate as a Licensed Distributor of NIST Standard Reference 

Materials; 

9.2.2. cease to identify itself as an Authorized Distributor of NIST Standard 

Reference Materials; 

9.2.3. begin to operate as an unlicensed purchaser and reseller of NIST 

Standard Reference Materials; 
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9.3. Any orders accepted by DISTRIBUTOR prior to the effective date of the 

termination or expiration shall be fulfilled pursuant to and subject to the terms 

of this AGREEMENT, even if the shipment dates of products under such orders 

are after the effective date of expiration or termination; 

9.4. All rights of DISTRIBUTOR to use the Licensed Marks shall immediately 

terminate. 

10. NIST will use reasonable efforts to deliver a high quality SRMs. However, NIST makes 

NO EXPRESS OR IMPLIED WARRANTY AS TO ANY MATTER, INCLUDING NO 

WARRANTY OF MERCHANTABIILTY, NO WARRANTY OF FITNESS FOR A 

PARTICULAR PURPOSE, AND NO WARRANTY OF NON- INFRINGEMENT. 

This Agreement shall be interpreted and implemented in accordance with the Federal 

common law as interpreted by the U.S. District Court for the District of Columbia. 

This AGREEMENT contains the entire agreement and understanding between the Parties 

and supersedes all prior discussions and writings. No modification of this AGREEMENT 

shall be effective unless made in writing and signed by both Parties. 

This AGREEMENT may be executed by the Parties in counterparts, each of which shall be 

deemed an original, but all of which together shall constitute one and the same instrument. 

The Parties agree that electronic signatures (including but not limited to DocuSign® or a 

comparable format) of this AGREEMENT have the same force and effect as manual 

signatures. 
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IN WITNESS THEREOF, the Parties hereto have affixed their signatures below: 

NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY (NIST) 

U.S. Department of Commerce 

By: 

Steven Choquette 

Date: 

Name of Authorized 

Signatory: 

Steven J. Choquette 

Director Office of Reference Materials 

Material Measurement Laboratory 

National Institute of Standards and Technology 

Address: 100 Bureau Drive 

MS 2300 

Gaithersburg, MD 20899 

Contact: steven.choquette@nist.gov

301-975-3096 

DISTRIBUTOR: [distributor name] 

By: 

Title: 

Date: 

Name of Authorized 

Signatory: 

Organization Name: 

Address: 

Address: 

Address: 

Address: 

Contact E-Mail: 

Telephone: 
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Appendix A 

List of Distributor Affiliates Intending to Purchase Products 

Covered by the AGREEMENT 

Name Location 

 

 
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Appendix B 

Points of Contact 

Type Name Email Phone 

Sales 

Administrative 

Financial 

Quality 

 
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Appendix C 

INSERT ISO 17034:2016 accreditation certificate of DISTRIBUTOR 

To be added