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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Exclusivity: Detailed description of the exclusive rights granted, including territory, products/services, and duration
5. Obligations of the Parties: Specific commitments and responsibilities of each party under the exclusivity arrangement
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Competition Law Compliance: Provisions ensuring compliance with Austrian and EU competition laws
8. Confidentiality: Protection of confidential information exchanged during the relationship
9. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
10. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Minimum Purchase Requirements: Used when the exclusivity arrangement includes specific purchase or performance targets
2. Non-Compete Provisions: Additional competition restrictions, if permitted under applicable law
3. Marketing and Promotion: Include when parties need to specify marketing obligations and restrictions
4. Quality Control: Relevant for product-based exclusivity agreements where maintaining quality standards is crucial
5. Audit Rights: Include when one party needs the right to verify compliance with exclusivity obligations
6. Sub-licensing Rights: Used when the exclusive party may need to sub-license rights to affiliates or third parties
7. Force Majeure: Include for longer-term agreements or where performance might be affected by external events
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the exclusivity arrangement
2. Schedule 2 - Territory: Detailed description or map of the exclusive territory
3. Schedule 3 - Performance Metrics: Specific targets, quotas, or KPIs if applicable
4. Schedule 4 - Pricing and Payment Terms: Detailed pricing structure and payment conditions
5. Appendix A - Compliance Requirements: Specific compliance requirements under Austrian and EU competition laws
6. Appendix B - Reporting Templates: Standard forms for required reporting under the agreement
Affiliate
Authorized Purpose
Business Day
Commencement Date
Competitor
Confidential Information
Competition Laws
Effective Date
Exclusive Period
Exclusive Rights
Exclusive Territory
Force Majeure Event
Intellectual Property Rights
Licensed Products
Licensed Services
Minimum Performance Requirements
Net Sales
Products
Relevant Market
Services
Subsidiary
Term
Territory
Third Party
Trade Marks
Working Hours
Definitions
Grant of Exclusivity
Territory
Duration
Performance Requirements
Non-Compete
Competition Law Compliance
Minimum Purchase Obligations
Product/Service Specifications
Quality Control
Pricing and Payment
Intellectual Property
Confidentiality
Representations and Warranties
Record Keeping
Audit Rights
Force Majeure
Term and Termination
Consequences of Termination
Assignment
Amendments
Notices
Severability
Entire Agreement
Governing Law
Dispute Resolution
Boilerplate
Manufacturing
Retail
Technology
Software
Pharmaceuticals
Automotive
Consumer Goods
Industrial Equipment
Electronics
Food and Beverage
Healthcare
Telecommunications
Fashion and Luxury Goods
Professional Services
Legal
Commercial
Sales
Business Development
Procurement
Compliance
Executive Leadership
Operations
Distribution
Contract Management
Legal Counsel
Commercial Director
Business Development Manager
Sales Director
Procurement Manager
Chief Executive Officer
Chief Commercial Officer
Contract Manager
Compliance Officer
General Counsel
Head of Sales
Head of Distribution
Regional Manager
Managing Director
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