The Distributor *will perform all obligations and actions* under this Agreement, in consideration of the profits to be generated from the margin obtained in the procurement of "Devices" from the manufacturers, [and sales?], and deliver to the Sales Channel, without any costs, fees, and/or expenses etc to XXX, unless agreed upon in writing by the Parties.

I find the use of [and sales] inserted in this manner to be confusing.

I hope I am right in thinking that the agreement is for a distributor to handle a function in the supply chain of these devices, and must agree do so without any cost to XXX. The profit to the distributor will be from a margin obtained from an agreement with the manufacturer of the 'devices'.

Under the terms of this agreement, the distributor agrees to the obligations and ‎performance requirements as set down within this agreement. The distributor also agrees ‎that all handling and shipping fees associated with the procurement, sale and or delivery ‎of products between the manufacturer and the sales channel, are the sole responsibility of ‎the distributor, unless written prior agreement has been agreed upon between XXX and ‎the distributor.

Explanation:
"consideration of the profits to be generated from the margin obtained in the procurement ‎of "Devices" ‎

What if there were no profits? then XXX would be liable for all costs under the original agreement. This would be the written agreement clearing the distributor of these costs when there are no profits or if the distributor goes bankrupt.

As well as this, the whole sentence would leave XXX open to all costs and I am sure this sentence would never stand up in court.

I have rewritten it for you....BUT you will have to have the company lawyer check it to ensure this is what XXX wanted.

I wouldn't use "Devices" only Products or equipment, but Products covers not only the product (device) but also all the sales material, warranty, phone calls, Mail, and just about every thing else. Device, will only cover one product.

***disclaimers are in place... This is not legal advice, and can only be deemed general in nature, the use of this advice or sentence is entirely up to the asker.

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Note added at 19 hrs (2009-02-22 21:30:05 GMT)
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I just read this in a new day, Did you want the distributor to be the Logistics company? The way I read yours,( it could be either way), the distributor is the manufactures agent.