# Tying Arrangement Agreement
**This Tying Arrangement Agreement** ("Agreement") is made and entered into as of the ___ day of ___________, 20___, by and between:
**[Party A Name]**, a corporation organized and existing under the laws of the State of ___________ with its principal place of business at [Address] ("Provider"),
AND
**[Party B Name]**, an individual/ corporation organized and existing under the laws of the State of ___________ with its principal place of business at [Address] ("Acquirer").
## Recitals
WHEREAS, the Provider manufactures and/or distributes certain products described in Exhibit A attached hereto ("Tied Products");
WHEREAS, the Acquirer seeks to purchase the Tied Products from the Provider;
WHEREAS, the Provider is willing to sell the Tied Products to the Acquirer under certain conditions as described herein;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows:
## 1. Definitions
1.1 **Tied Products**: Any product offered by the Provider that is subject to this Agreement as specifically identified in Exhibit A.
1.2 **Primary Products**: Any product that the Acquirer intends to purchase from the Provider but is not a Tied Product.
## 2. Tying Arrangement
2.1 The Provider agrees to sell the Tied Products only on the condition that the Acquirer purchases the Primary Products.
2.2 The quantity and price of the Tied Products shall be set forth in Exhibit B attached hereto.
2.3 The Acquirer acknowledges that the Tied Products are sold exclusively in conjunction with the purchase of Primary Products as outlined in this Agreement.
## 3. Obligations of the Provider
3.1 The Provider shall provide the Acquirer with the Tied Products in accordance with the terms specified herein.
3.2 The Provider shall not engage in any unfair or deceptive practices in the sale of the Tied Products.
## 4. Obligations of the Acquirer
4.1 The Acquirer agrees to purchase the Tied Products along with the Primary Products as agreed upon in this Agreement.
4.2 The Acquirer shall adhere to the minimum purchase requirements as specified in Exhibit C attached hereto.
## 5. Term and Termination
5.1 This Agreement shall commence on the Effective Date and shall continue until terminated by either party upon _____ days' written notice.
5.2 Either party may terminate this Agreement immediately in the event of a breach of any term of this Agreement by the other party.
## 6. Miscellaneous
6.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of ___________ without regard to its conflict of laws principles.
6.2 **Amendments**: No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.
6.3 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
6.4 **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
## IN WITNESS WHEREOF, the parties hereto have executed this Tying Arrangement Agreement as of the date first above written.
**[Party A Name]**
By: ___________________________
Name: _________________________
Title: __________________________
**[Party B Name]**
By: ___________________________
Name: _________________________
Title: __________________________
## Exhibits
- **Exhibit A**: List of Tied Products
- **Exhibit B**: Pricing and Quantity of Tied Products
- **Exhibit C**: Minimum Purchase Requirements
---
**Note**: It is recommended to consult with legal counsel to ensure compliance with applicable laws and regulations, especially regarding antitrust regulations related to tying arrangements.