Exclusive Distribution Agreement

This Exclusive Distribution Agreement (the "Agreement") is entered into on Date (the "Effective Date").

1. Parties

Supplier

• Full legal name: Company name
• Entity type: Company type
• Registered address: Address
• CVR No.: CVR

Distributor

• Full legal name: Company name
• Entity type: Company type
• Registered address: Address
• CVR No.: CVR

The Supplier and the Distributor are each a "Party" and together the "Parties".

2. Appointment

2.1 Exclusivity

The Supplier appoints the Distributor as its exclusive distributor for the Products described in Schedule 1 within the Territory defined in Section 3.

2.2 Supplier Restrictions

During the term of this Agreement, the Supplier shall not appoint other distributors within the Territory nor actively sell directly into the Territory, subject to applicable competition law.

2.3 Distributor Undertaking

The Distributor accepts the appointment and undertakes to actively promote and sell the Products.

2.4 Independent Reseller Status

The Distributor purchases the Products from the Supplier and resells them in its own name and for its own account. The Distributor bears the full commercial risk of resale, including price risk and credit risk toward its customers, and has no authority to negotiate, conclude, or otherwise bind the Supplier to any contract with a third party. The Parties intend the relationship created by this Agreement to be that of an independent buyer and reseller, and not that of a commercial agent within the meaning of the Danish Commercial Agents Act (Handelsagentloven), notwithstanding the exclusivity, targets, and brand-control obligations set out in this Agreement. Nothing in this Agreement shall be construed to entitle the Distributor to any goodwill compensation or indemnity payable to a commercial agent under that Act.

3. Territory

3.1 Territory

The Territory covered by this Agreement is Territory (the "Territory").

3.2 Active Sales Outside the Territory

The Distributor shall not actively sell the Products outside the Territory without the Supplier's prior written consent. "Active sales" means actively approaching individual customers by, among other means, direct mail, visits, or advertising and promotion specifically targeted at customers located outside the Territory.