DISTRIBUTION AGREEMENT

THIS AGREEMENT is by and between _________________ and the specifically identified subsidiary(ies) and/or affiliate(s) listed in Appendix A, (hereinafter collectively referred to as DISTRIBUTOR) and the [COMPANY] to distribute certain [COMPANY] [PRODUCT] ([PRODUCT]s). For the purposes of this Agreement (AGREEMENT), it is understood that [PRODUCT]s may include, and will be selected by [COMPANY] from, the certified series of [COMPANY] [PRODUCT]s and the series of [COMPANY] Reference Materials ([COMPANY] RMs).

Based on [COMPANY]’s assessment of the DISTRIBUTOR’s capabilities, facilities, and accreditations, [COMPANY] will designate specific [COMPANY] [PRODUCT]s that can be sold by DISTRIBUTOR under this AGREEMENT. The initial list of these [PRODUCT]s is in Appendix B, incorporated by reference, and is subject to revision by [COMPANY].

1. Obligations of [COMPANY]

Upon execution of this AGREEMENT, [COMPANY] will:

1.1. Accept orders from DISTRIBUTOR and execute the sale at then-current [COMPANY] prices;

1.2. Ship [PRODUCT]s, as listed by [COMPANY] as available for sale, to DISTRIBUTOR’s nominated shipment point according to [COMPANY] standard performance specification for that shipping point;

1.3. Use reasonable efforts to advise DISTRIBUTOR of any sold out or discontinued [PRODUCT]s;

1.4. Advise DISTRIBUTOR of [PRODUCT]s that are to be discontinued when sold out or of [PRODUCT]s that are placed on a sales restriction;

1.5. Supply DISTRIBUTOR with access to inventory levels of current [PRODUCT]s;

1.6. Notify DISTRIBUTOR by [PRODUCT] number and lot number if appropriate of any [PRODUCT] being recalled and to accept return or disposal;

1.7. Provide DISTRIBUTOR with copies of current and any subsequent revisions to [PRODUCT] Certificates of Analysis, Reports of Investigation, and Safety Data Sheets (hereinafter collectively referred to as DOCUMENTATION) in the English language;

1.8. Include the name and contact details of DISTRIBUTOR in the [COMPANY] [PRODUCT] Catalogue, both print and electronic forms, and indicate therein those [PRODUCT]s DISTRIBUTOR is authorized to distribute under this AGREEMENT;

1.9. Provide the same level of technical support for end users of [PRODUCT]s sold by DISTRIBUTOR as is provided by [COMPANY] to its direct end users;