Distributor Agreement

DISTRIBUTOR AGREEMENT EXHIBIT 10.21


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DISTRIBUTOR AGREEMENT EXHIBIT 10.21


This Distributor Agreement (the "Agreement") is made this 30th day of October, 1996, by and between Alcide Corporation ("Alcide"), a Delaware corporation whose offices are located in Redmond, Washington, and ABS Global, Inc. ("ABS"), a Delaware corporation whose offices are located in DeForest, Wisconsin.


NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:


1. DEFINITIONS


As used herein, the term


1.1 "Contract Term" shall mean that period referenced in Schedule A attached hereto, which Schedule may be revised annually during the term of this Agreement pursuant to Section 5.1.


1.2 "Product" shall refer to Alcide external teat dip products.


1.3 "Territories" shall mean those countries outside the U.S. that are set forth on Schedule B. Other territories may be added by agreement between Alcide and ABS and said agreement shall be in writing and appended to this contract.


2. APPOINTMENT AND AUTHORITY OF ABS


2.1 Subject to the terms and conditions of this Agreement, Alcide hereby appoints ABS as the exclusive distributor of the Product for the Territories. Alcide shall not license or appoint any other person, corporation or other entity, or authorize any other person, corporation or other entity to act as a distributor for the Product in the Territories. ABS hereby accepts said appointments and agrees to actively promote and sell the Product in the Territories. ABS shall not sell a competing teat dip product in the Territories during the term of this Agreement. The parties acknowledge that ABS is marketing a pre-moistened towel product which shall not be considered a breach of this Agreement.


2.2 ABS may appoint agents, dealers, or sales representative to act on ABS's behalf for sales of the Product in the Territories provided that any compensation to such agents, dealers, or representatives shall be solely ABS's responsibility.


2.3 Subject to the terms and conditions of this Agreement, ABS is authorized to sell the Product in such manner, at such prices and upon such terms as ABS shall determine. ABS is an


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independent contractor, not an agent or employee of Alcide. ABS may continue to supply accessories (cups, pumps, etc.) relating to the Product.


2.4 A. Labeling of the Product shall be as mutually determined by Alcide and ABS but shall include a notice of distribution by ABS including ABS's trade names and trademark. Any changes to Product labels shall be mutually agreed upon by Alcide and ABS. ABS agrees to reimburse Alcide for the design, plates and printing costs of any labels changed and/or remaining at the termination of this Agreement.


B. In any of ABS's activities relating to the promotion and sale of the Product, Alcide's name and trademark shall always be prominently displayed to protect Alcide's rights and goodwill in the same. Whenever Alcide's corporate name and trademark are used in advertising and promotional programs, Alcide retains the right to review and approve same.


2.5 All trade names, trademarks and product names (the "Intellectual Property"), excluding the ABS and American Breeders Service trademarks, under which Product is sold shall be the property of Alcide.


2.6 All product registrations shall be in the name of Alcide, if possible, or if not, then the name of ABS, or Alcide's and ABS's mutually agreed designee. If this Agreement is terminated with respect to any Territory or portion thereof for any reason, ABS will promptly and fully cooperate with the transfer of product registrations to Alcide's designee for such Territory.


2.7 A. If Alcide shall develop external teat dip products, Alcide shall give ABS the right of first refusal to market these Products in each Territory covered by this Agreement.


B. If Alcide shall develop and distribute additional bovine health products through distributors other than ABS, Alcide shall not establish trade name(s) for such product(s) or promotional and/or advertising programs with respect to such product(s) which could be reasonably construed by the end user as associating such product(s) with ABS.


2.8 If this Agreement is terminated by ABS prior to its scheduled termination date, ABS will not introduce or market a product formulated with technology covered by Alcide patents or products sold by ABS under this Agreement, provided however, in such event, ABS will be permitted to distribute a competitive line of uddercare products.


3. TERMS AND CONDITIONS OF SALES


3.1 All of ABS's orders for the Product shall be subject to the terms and conditions set forth in this Section 3; no additional or different terms set forth in ABS's or Alcide's purchase order, acknowledgment or other forms or correspondence (other than an amendment to this Agreement pursuant to Section 7.1 hereof) shall govern any sales of the Product by Alcide to ABS.


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3.2 Alcide shall be responsible for appropriately packaging all Product in packages suitable for use by ABS's customers. All shipments shall be F.O.B. Manufacturing Plant location. Shipping costs shall be at ABS's expense and ABS shall be responsible for arranging transportation. Alcide shall make a good faith effort to accommodate unscheduled orders. In addition, with each unit of Product, Alcide shall provide, at Alcide's sole expense, with respect to the Products covered by that shipment:


(i) all necessary or appropriate instructions as to proper use of
the Product;


(ii) warnings on product limitations/safety as deemed appropriate;
and


(iii) limited warranty statements in the form attached hereto as
Schedule C.


3.3 Alcide provides the limited warranty described in Schedule C and warrants that Product delivered to ABS will be manufactured under Good Manufacturing Practices standards as defined in the U.S. Food and Drug Administration and will be free from defects. Alcide's sole obligation under this warranty shall be limited to replacement without cost (except all costs for shipping and handling) of any quantity of the Product sold. Alcide also warrants that Alcide is authorized to enter in this Agreement and to grant ABS the distribution rights provided for in Section 2.1. ABS warrants that all advertising and promotional material developed by ABS will be in accordance with the descriptions of Product provided by Alcide and to the best of ABS's knowledge will be accurate in all material respects. ABS warrants that ABS is authorized to enter into this Agreement and this Agreement does not and will not infringe upon any other agreements it may have.

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