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11 December 2018          
 
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Distribution Agreement

DISTRIBUTION AGREEMENT

 

By signing up and/or using a distribution account (Reseller, Travel Agent, etc.) with KC Tickets, LLC you agree (as of the day you create your account, the “Effective Date”) that you the user acting as an [ individual, corporation, partnership, limited liability company, etc.], to the terms and conditions of KC Tickets, LLC distribution agreement.  KC Tickets, LLC and you the Distributor may be referred to individually as a “Party” or collectively as the “Parties.”

 

RECITALS

 

WHEREAS, KC Tickets, LLC is engaged in the marketing and sale of the Products or Services (as defined below and listed in Exhibit A to this Agreement); and

 

WHEREAS, the Distributor is experienced in the promotion, distribution, and sale of products similar to the Products; and

 

WHEREAS, KC Tickets, LLC wishes to appoint the Distributor as its non-exclusive distributor to promote, distribute, and sell the Products or Services within the Territory (as defined in Section 3), in accordance with the terms and conditions of the Agreement; and

 

WHEREAS, the Distributor wishes to accept the appointment to promote, distribute, and sell the Products or Services within the Territory (as defined in Section 3) in accordance with the terms and conditions of the Agreement; and

 

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

 

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereby agree as follows:

 

PURPOSE, APPOINTMENT, AND EXCLUSIVITY

 

Non-Exclusive Appointment. KC Tickets, LLC hereby appoints the Distributor to distribute, offer for sale and sell KC Tickets, LLC vendor’s products or services listed in Exhibit A (the “Products”) hereto, in the Territory (as defined in Section 3) on a non-exclusive basis, and the Distributor hereby accepts such appointment. Nothing contained in this Agreement shall be construed to limit or restrict KC Tickets, LLC’s right, in its sole discretion, to discontinue the manufacture, sale, or distribution of any of the Products at any time.

 

RESPONSIBILITIES

 

The Distributor agrees to provide all of the usual and customary services of a distributor, which shall include (but not be limited to) the following:

 

compliance with the laws and regulations that govern its business.

 

devotion of such time, energy, and skill on a regular and consistent basis as is necessary to distribute, promote the sale of, and sell the Products through all channels of distribution (in the Territory) in conformity with KC Tickets, LLC’s established marketing policies and programs;

 

use best efforts to deliver the Products promptly to the buyers and ensure that the Products and their packaging arrive to the end user in their original, unmodified, unopened condition;

 

maintenance of adequate inventories of the Products;

 

accurate representation and statement of KC Tickets, LLC policies to all potential and present customers;

   

prompt payment of all amounts owed to KC Tickets, LLC in accordance with KC Tickets, LLC’s terms of sale;

 

informing KC Tickets, LLC if the Distributor intends to advertise the Products outside of the Territory or solicit sales from customers located outside of the Territory;

 

maintaining contact with KC Tickets, LLC via telephone, e-mail, or other agreed on means of communication with reasonable frequency to discuss sales activity within the Territory;

 

disclosure of any problems concerning customers (including Existing Customers) to KC Tickets, LLC;

 

performance of such other sales-related services with respect to the customers as KC Tickets, LLC may reasonably require;

 

furnishing KC Tickets, LLC with financial statements in such form and at such time as KC Tickets, LLC may reasonably require;

 

full disclosure of any and all circumstances that currently exist or that could arise during the Term that could be or could cause a conflict of interest between the respective interests of KC Tickets, LLC and the Distributor[.][;]

 

KC Tickets, LLC agrees that it shall:

 

comply with the laws and regulations that govern its business;

 

prepare samples for potential customers, as reasonably requested by the Distributor; provided however, that the Distributor must give KC Tickets, LLC adequate notice of this request;

 

carry reasonable amounts of insurance, whether through self-insurance or otherwise, to cover its responsibilities with respect to indemnification under Section 15 below. The Distributor shall have the right to examine the Company’s insurance policies on request;

 

provide reasonable assistance in answering any questions the Distributor may have about the Products;

 

provide the Distributor with merchandising assistance from time to time in the form of advertising programs, promotions, manuals, product and sales training, and sales promotions;

 

cooperate with the Distributor and its dealers in providing advertising and promotion of the Products through the Territory[.][;]

 

TERRITORY

 

During the Term (as defined below) of this Agreement, the Distributor shall use its best efforts to distribute, offer for sale and sell the Products in the following geographical area, which area shall be the Distributor’s targeted territory (the “Territory”):  Within 200 miles from Kansas City, MO 64153

 

CUSTOMERS

 

Targeted Customers. The Distributor’s distribution and sales efforts shall be directed toward the following: consumers visiting in or around the Greater Kansas City Area for leisure and/or business. Local consumers in or around the Greater Kansas City Area for leisure.

 

The aforementioned customers are intended only to be examples of the nature and type of market to which KC Tickets, LLC desires that the Products be sold, and should not be construed as a limitation on the sales that can be made by the Distributor pursuant to this Agreement in the Territory.

 

KC Tickets, LLC’s Existing Customers. The Distributor acknowledges that KC Tickets, LLC has existing relationships with those customers listed in Exhibit B hereto (the “Existing Customers”), and that nothing in this Agreement shall prevent or prohibit KC Tickets, LLC from selling any of its Products to the Existing Customers.

 

PRICE.

 

The Distributor shall pay KC Tickets, LLC a per unit price as set forth in Exhibit C hereto. Prices are subject to change anytime on a 0 days’ notice from KC Tickets, LLC.

 

All prices are KC Tickets, LLC’s shipping point and are exclusive of applicable sales, use, or other taxes, import and export fees, duties, or tariffs, and any other taxes, duties, or fees of any kind that may be levied in connection with the transactions covered hereby. Such charges shall be paid by the Distributor; provided, however, that KC Tickets, LLC’s vendor partners shall be responsible for all taxes based on its net income.

 

PRODUCT WARRANTY

 

KC Tickets, LLC makes no warranty or representation with respect to any of the Products, except those, if any, made under its standard warranty. [A copy of such warranty is attached as Exhibit E hereto and made a part hereof by reference.] KC Tickets, LLC reserves the right to amend such warranty from time to time, and the Distributor shall not in any manner make any representations intended to alter or amend said warranty. The rights and obligations of each of the Parties with respect to said warranty are as follows:

 

Pursuant to written instructions from KC Tickets, LLC, the Distributor shall deliver a copy of the applicable warranty to every purchaser of the Products from the Distributor.

 

KC Tickets, LLC will furnish the Distributor with a replacement and the Distributor shall then replace any of the Products that are defective in material or workmanship. If any customer makes a claim under a warranty other than the latest applicable warranty with respect to which KC Tickets, LLC has notified the Distributor, the Distributor shall promptly refer such claim to KC Tickets, LLC before taking any other action with regard thereto.

 

PRODUCT RECALLS

 

If KC Tickets, LLC recalls any Products sold by the Distributor in the Territory, the Distributor shall provide reasonable assistance to KC Tickets, LLC with such recall. KC Tickets, LLC agrees to give prompt notice to the Distributor if KC Tickets, LLC recalls any Product, or ceases or suspends the sale of any Product due to any problem that relates to such Product’s efficacy or safety. KC Tickets, LLC shall reimburse the Distributor for reasonable expenses incurred by the Distributor at its request to affect a recall. In order to assist KC Tickets, LLC in the event of a recall, the Distributor shall maintain a complete and current listing of the locations of all Products in the Distributor’s inventory, and the names of customers who have purchased the Products from the Distributor. KC Tickets, LLC shall maintain a complete and current listing of the locations of all Products in KC Tickets, LLC’s inventory, and the names of customers who have received shipments from the KC Tickets, LLC, together with the reorder numbers, lot numbers, or other identifying characteristics of Products purchased and the date of such purchase.

 

NO CONFLICT OF INTEREST

 

Nothing in this Agreement prohibits the Distributor from distributing products similar to or in competition with the Products.

 

NATURE OF RELATIONSHIP

 

Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Distributor’s relationship to KC Tickets, LLC is that of an independent contractor. The Distributor shall have no authority to bind KC Tickets, LLC to any contractual terms. Nothing in this Agreement shall create any obligation between either Party and a third party.

 

REPRESENTATIONS AND WARRANTIES

 

As of the Effective Date, each Party hereby represents and warrants to the other Party as follows:

 

It (1) has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder and (2) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder.

 

This Agreement has been duly executed and delivered on its behalf and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity.

 

It is not aware of any pending or threatened litigation (and has not received any communication) that alleges that its activities related to this Agreement have violated, or that by conducting the activities as contemplated herein it would violate, any person’s intellectual property rights.

 

All necessary consents, approvals, and authorizations of all regulatory and governmental authorities or other persons required to be obtained by it in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained.

 

The execution and delivery of this Agreement and the performance of its obligations hereunder (1) do not conflict with or violate any requirement of applicable law or regulation or any provision of its articles of incorporation, bylaws, limited partnership agreement, or any similar instrument, as applicable, in any material way, and (2) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which it is bound.

 

It is duly organized and in good standing under the laws of its respective state of organization and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.

 

KC Tickets, LLC hereby represents and warrants that the Product:

 

is and shall be manufactured in conformity with all applicable laws, rules, regulations, and orders of governmental entities relating to the manufacture, promotion, sale, or distribution of the Product; and

 

does not violate or infringe any patent, trademark, trade name, or other interest of any person or entity.

 

TERM

 

This Agreement is effective as of the Effective Date, and shall continue in force, unless otherwise terminated by account deletion The Agreement will renew automatically on a day to day basis thereafter unless either Party provides its intent not to renew by account deletion.

 

TERMINATION

 

This Agreement may be terminated:

 

By either Party on provision of account deletion.; or

 

By either Party, effective immediately on receipt of written notice of termination, if any of the following events occur:

 

Either Party becomes the subject of a proceeding under bankruptcy, receivership, insolvency, or similar law, which is not dismissed within 120 days after being instituted;

 

Breach of Section 17 of this Agreement;

 

The other Party fails to cure a material breach of this Agreement, other than a breach of Section 17 within 90 days after receipt of notice of such breach and opportunity to cure;

 

This Agreement, or the actions of either Party, is found to be in violation of any law, other than a technical violation that is curable and cured within 90 days after receipt of notice of such violation from the non-violating Party.

 

RETURN OF PROPERTY

 

Within 14 days of the termination of this Agreement, whether by expiration or otherwise, the Distributor agrees to return to KC Tickets, LLC all KC Tickets, LLC Products, samples, or models, and all documents, retaining no copies or notes, relating to KC Tickets, LLC’s business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and all copies of such material, obtained by the Distributor during and in connection with its representation of KC Tickets, LLC. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to KC Tickets, LLC’s business, whether prepared by the Distributor or otherwise coming into its possession, shall remain KC Tickets, LLC’s exclusive property.

 

INDEMNIFICATION

 

Of KC Tickets, LLC by Distributor. The Distributor shall indemnify and hold KC Tickets, LLC harmless of and from any and all claims, damages, or lawsuits (including reasonable attorneys’ fees) arising as a result of negligent, intentional, or other acts of the Distributor, its employees, or its agents.

 

Of Distributor by KC Tickets, LLC. KC Tickets, LLC shall indemnify and hold the Distributor free and harmless of and from any and claims, damages, or lawsuits (including reasonable attorneys’ fees) arising as a result of negligent, intentional, or other acts of KC Tickets, LLC or its employees, defects in the Products caused by KC Tickets, LLC, or the failure of KC Tickets, LLC to provide any products to a customer that has properly ordered through the Distributor.

 

USE OF TRADEMARKS.

 

Use by Distributor. KC Tickets, LLC hereby grants to the Distributor a license for the duration of the Term, with the right to grant sub-licenses to sub-distributors, all service marks, trademarks, and trade names used by KC Tickets, LLC on or for the Products (collectively the “Product Trademarks”) for the sole purpose of distributing, offering for sale, and selling the Products to Approved Customers in the Territory.

 

Retention of Rights. The Distributor recognizes KC Tickets, LLC’s right, title, and interest in and to the Product Trademarks and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair KC Tickets, LLC’s right, title, and interest therein, nor shall the Distributor cause diminishment of value of the Product Trademarks through any act or representation. The Distributor shall not apply for, acquire, or claim any right, title, or interest in or to any such Product Trademarks, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Distributor shall cease to use all of the Product Trademarks.

 

CONFIDENTIAL INFORMATION 

 

The Distributor agrees, during the Term and ongoing thereafter, to hold in strictest confidence and not to use, except for the benefit of KC Tickets, LLC or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of KC Tickets, LLC, any Confidential Information of KC Tickets, LLC. “Confidential Information” means any of KC Tickets, LLC’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Distributor by KC Tickets, LLC, either directly or indirectly. The Distributor may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with KC Tickets, LLC personnel or authorized representatives or for any other purpose KC Tickets, LLC may hereafter authorize in writing.

 

ASSIGNMENT

 

The rights and the duties of the Distributor under this Agreement are personal and may not be assigned or delegated without the prior written consent of KC Tickets, LLC. KC Tickets, LLC may assign its rights and duties under this Agreement with the prior written consent of the Distributor.

 

MODIFICATION

 

This Agreement may be supplemented, amended, or modified only by KC Tickets, LLC.

 

SUCCESSORS AND ASSIGNS

 

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties. 

 

NO IMPLIED WAIVER

 

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

 

NOTICE

 

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective Party as follows:

 

If to KC Tickets, LLC:

 

PO Box 901357

Kansas City, MO 64190-1357

 

If to the Distributor:

The address supplied on distribution account profile.

 

GOVERNING LAW

 

This Agreement shall be governed by the laws of the state of Missouri.  In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled. 

 

COUNTERPARTS/ELECTRONIC SIGNATURES

 

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, creation of a distribution account or use of KC Tickets, LLC’s Website shall have the same force and effect as an original signature.

 

SEVERABILITY

 

Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

 

ENTIRE AGREEMENT

 

This Agreement, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

 

HEADINGS

 

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

 

EXHIBIT A

 

PRODUCTS

 

Any KC Tickets’ vendor product or service listed on kctickets.online or KC Tickets, LLC destination service website.

 

EXHIBIT B

 

EXISTING CUSTOMERS

 

All account listings or creations within KC Tickets, LLC software database and/or back office website.

 

EXHIBIT C

 

INITIAL PRICE LIST

 

No fee applies to bookings completed with KC Tickets, LLC website kctickets.online

 

EXHIBIT E

 

KC Tickets, LLC has no Product warranties.

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