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Contrato de Distribución Exclusiva
Contrato de Distribución Exclusiva
Between the Company "INVERSIONES ANGELUS HEALTH, C.A. "registered before the
Fourth Mercantile Registry of the Fourth Judicial District of the Capital District, on August 23,
2018, under No. 13, volume 252-A, file 223-29975, with Tax Information Registry (RIF), No. J-
411864420, represented in this act by ANDREA VALENTINA LANDAETA SANTAELLA,
Venezuelan citizen, of legal age, of this domicile and holder of identity card No. V.-24 .530.921,
in her capacity as DIRECTOR, who hereinafter and for all purposes of this contract shall be
referred to as "THE COMPANY", and
OBJECT
CLAUSE TWO: The term of this contract shall be five (05) years, counted from the
subscription hereof by "THE PARTIES", and it may be renewed for the same period of time, as
many times as the parties may expressly agree, it being understood that, upon failure to reach an
agreement with respect to this Clause, the tacit renewal shall not operate.
EXCLUSIVITY
CLAUSE THREE: "THE PARTIES" declare that during the term of this contract or any of its
renewals, "THE CONTRACTOR" is obliged to carry out the commercial management for
"THE COMPANY" and for no other natural or legal person, public or private, within the
Bolivarian Republic of Venezuela, otherwise, it would be obliged to indemnify the damages
resulting from the breach of this Clause, and to compensate the amount invested by "THE
COMPANY" during the term of this contract.
GENERAL TERMS
CLAUSE FOUR: "THE PARTIES" declare that they strictly comply with all the provisions of
the Venezuelan Laws, resolutions or rulings that regulate the matter in all and every aspect
related to the effective commercialization of the products; therefore, the administrative sanctions
or legal consequences for any breach of the aforementioned regulations are the sole and
exclusive responsibility of whoever violates them for any reason, excluding the other party from
any legal liability.
CLAUSE FIFTH: "THE PARTIES" agree that this contract may be terminated by either of
them, only with the notification addressed to the other, with fifteen (15) continuous days of
anticipation. The exercise of the power provided for in this provision shall entail the payment of
any indemnity that may be due to the detriment of the party that has so decided.
CONFIDENCIALITY
SIXTH CLAUSE: "THE PARTIES" hereby declare to know and accept the conditions of the
confidentiality agreement of all documents and information handled by the other party, and
declare to be aware that, by not respecting this agreement, they will be individually responsible
for the legal and administrative consequences as a consequence of the non-compliance with this
clause.
Without prejudice to the other provisions contained in this Contract, all verbal or written
information provided by one of the parties to the other, shall be confidential, in such sense,
"THE PARTIES" during the term of this contract and after its termination, shall not provide
any information to any person outside of them, nor may they use in activities unrelated to the
same any confidential information of "THE PARTIES", as well as the material that has been
qualified as their property or that is related to the business; such as methods, technical
procedures; engineering; programming or research. "THE PARTIES" are obliged to keep the
strictest confidentiality of all information and materials that they receive, to keep under reserve,
they are also obliged to return at the end of this contract, all type of material and information that
could be found in their possession; understanding: documents of any nature, any type of
reproduction, emails, pendrive, cd’s, reports and in yes, any form of information content that has
been provided to them for the provision of the commercial relations.
ADDENDUM
SEVENTH CLAUSE: Any modification that may arise on the occasion of this contract shall be
agreed upon by mutual consent of the parties, by means of the execution of an ADDENDUM,
which shall be annexed to the contract and shall form an integral part thereof.
DISPUTE RESOLUTION
CLAUSE EIGHTH: It is expressly agreed between the contracting parties that everything not
stipulated in this contract shall be governed by the legal provisions set forth in the Laws of the
Bolivarian Republic of Venezuela, which regulate the matter.
CLAUSE NINE: "THE CONTRACTOR" at the time of signing this contract declares: Under
oath, the veracity of each and every one of the titles, certificates and any document consigned,
being authentic and granted by the competent bodies for this purpose, these documents presented
to prove to "THE COMPANY", its credentials. If the contrary is verified, it will be considered
as a lack of probity and will immediately proceed as established by law and thus the
corresponding legal actions as the case may be.
TENTH CLAUSE: For all effects and consequences derived from this contract, the parties elect
as special domicile, sole and exclusive of any other, the city of Caracas, Capital District, to the
jurisdiction of whose courts they expressly declare to submit.
Three (03) copies of the same tenor and to the same effect are executed in the City of Caracas,
XXXXX (XX) of XXXXX of XXXXXXXXXXX (XXXXXX).