Please review the following clauses and provide legal advice to your client by suggesting any risks of the client from applying these clauses. And, suggest any issues which should be negotiated, added, deleted or revised.

1.Your client: Distributor

Article [] - Rights following Termination

1. After termination of this Agreement, the distributor shall have the obligation to sell to the manufacturer, or to any third party designated by the Manufacturer, any or all Products in its inventory which will be less than four years old, at the original Manufacturer's invoice prices, such prices to be increased by transport and import costs.

The Distributor undertakes to provide the Manufacturer, upon its request, with a list of Products in the inventory of the Distributor at the termination date which will be less than four years old. During one (1) month after the receipt of such list, the Manufacturer may inspect such Products at the Distributor's principal place of business.

2. The Distributor shall deliver to the Manufacturer or to a third party designated by the Manufacturer, at the Manufacturer's expense, the Products to be repurchased in accordance with the provisions of paragraph 1 above, must be in original packaging.

Payment by the Manufacturer for the repurchased Products shall be made immediately after the delivery of the repurchased Products to the Manufacturer or to a third party designated by the Manufacturer.

3. All Products not repurchased from the Distributor shall be destroyed by the Distributor, without any compensation or indemnification being due by the Manufacturer to the Distributor in this respect. A certificate of destruction shall be provided by the Distributor to the Manufacturer upon the Manufacturer's request.

4. Upon termination of this Agreement, the Distributor shall send back to the Manufacturer, or shall forward to a third party designated by the Manufacture, all commercial, marketing, advertising and technical documents or materials in its possession received from the Manufacturer pertaining to the Products, accompanied by a declaration that no copies thereof have been kept.