Insulution Commercial Agreement

Terms of the Commercial Agreement between

1. Manufacturer : Insulution Digital Healthcare PLC (Ireland)

2. Regional Distributor: The Private Office of HH Sheik Ahmed Bin Faisal Qassimi

Introduction

This document provides an overview of the commercial terms of the Regional Master Distribution Agreement to be drawn up between both parties. This serves as a plain English explanation to guide legal teams in the preparation of the regional master distribution agreement.

Summary

Detail

TopicDetail
Overview
Contract TypeRegional Master Distribution Agreement for MENA & Africa
Product1. PREMED Brand PCR Testing from A&D Genetics (Exclusive)
2. SafeSyringe Medtech Concept (Non-Exclusive)
Percentage of Sales Revenue SQ Total Margin available split 50/50%
Calculated : [Selling price] – [Cost of Purchase] = [Total Margin]
Contract DurationThe term of this contract is 5 years.
Global Distributor Insulution PLC
Assigns License for Royalty Based manufacturing.N/A
ExclusionsA list of existing companies already engaged in will be provided and these shall be excluded from the contract. <10.
Sub-distributorsYes – The regional distributor shall assign distributors within the regions specified.
PricingThe pricing of each deal will be agreed upon with Insulution PLC. The retail pricing shall not be less than the price of the Average on the market.
Assign White Labels ?Yes – The Regional Distributor shall assign white label contracts within the regions specified at a price to be agreed with the Manufacturer.
MOQTo Be Agreed – A minimum order quantity of PCR Tests is required to retain the regional exclusivity agreement in force. The minimum level will increase year on year.
Year 1 – $1m
Year 2 – +10%
Year 3 – +10%
Anti Shelving Measures ?Both parties agree to include anti-shelving measures that inadvertently or deliberately prevent the Minipen from reaching customers.
– Pass-thru pricing,
– MOQ on exclusive distributors to retain exclusivity.
Pass Thru Pricing ?In the event that Insulution PLC finds a distributor in a country that does not have an existing exclusive distributor assigned (six months after this contract is signed), the manufacturer may introduce a distributor on a 75% pass-through pricing basis. Any such distributors will come under the support of the Regional Distributor. This is a key anti-shelving measure that protects the manufacturer.
Per Deal Price Negotiations ?Yes – Both parties agree to price the product competitively aiming to achieve the price positioning the market described above.
Purchase from Licensed Manufacturers ?The regional distributor agrees to purchase the minipen product from the manufacturers approved by Medtech Concept. This will change over time and will be based on pricing and availability.
Equity
New Share IssueNo
Share PurchaseTo be Agreed
Total Equity3% – The manufacturer shall sell equity equivalent to the total percentage of equity available.
Loans
Loans Provided by DistributorThe Distributor shall facilitate the provision of commercial loans of €15 Million EUROS to support the company, finance production CAPEX and other operational costs.
Early Termination ClauseNo
Organisation Support UAE
Organisation Support UAETo be discussed if required.
Investors
Secure further investorsNot required at this stage
Contract Terms
DepositsTo ensure liquidity, all contracts with distributors must include a deposit of 30% upon contract signing and 70% FOB Incoterms.
Steps– Agree with these Terms (Next)
– Create Contract
– Sign Contract
– Sign Share transfer agreement
– Share Funds Transfer
– Share Certificate Issued
– Loans Provided