Purpose. The objective of this agreement is to present certain agreements reached by the parties with respect to the conditions that must be agreed between the company and the reseller in a reseller agreement. The parties agree to negotiate in good faith, within [x] months following this document, final agreements in accordance with the terms of this agreement/memorandum of understanding/Terms/Heads of Agreement. Exclusive resale rights in the territory are granted to the dealer for the duration of the contract. Finally, the intention of the parties should be that the provision of the negotiation should be merely an agreement or a negotiation agreement, that it depends on the language chosen by the parties in the negotiating provision and not on a prima facie position that applies to all bargaining provisions. It is certainly possible to design this provision in such a way that it is nothing more than a negotiating agreement. However, it can also be designed so that there is a positive obligation to respect certain parameters and to undertake a number of steps in good faith in the negotiations. The second part, which has often been raised by the courts, is the argument that there is too much uncertainty about the rules of negotiation (see z.B. Watford v Miles). While this is true for some bargaining clauses, this is not necessarily the case in others. For example, if the parties have simply entered into a Memorandum of Understanding that simply expresses the intention (or even an “agreement”) to negotiate in good faith the terms of an agreement, then it is easy to see how a court would have difficulty making sense of that “agreement”.
However, if the parties negotiated a detailed contract sheet containing a set of key conditions (for example. B Price) and the undertaking that the parties will seek to obtain long contracts in accordance with these key conditions, it would appear that a total derogation of a party from these conditions, without reasonable justification or refusal to enter into negotiations, would constitute an error in the agreed manner. In order to guarantee an internationally recognized neutral right and jurisdiction, the reseller agreement is governed by state law [STATE] in the United States and the parties submit to the exclusive jurisdiction and jurisdiction of [COUNTY], [STATE]. With respect to establishing a business relationship between the parties, in which the reseller would sell the company`s products in [territory] (hereafter referred to as “territory”), and the parties negotiating a reseller agreement, the parties wish to publicize their current understanding and certain agreements reached so far on this matter. The company provides the dealer with a free (1) demo unit that can be used for customer presentations, demos and other marketing activities of this type.