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Non Resale Agreement
"I need a Non Resale Agreement for my luxury watch manufacturing business based in Vienna, restricting an authorized distributor from reselling our products outside of the EU and ensuring they only sell to approved retail outlets."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Key terms used throughout the agreement
4. Scope of Agreement: Clear definition of products/services covered and territory
5. Resale Restrictions: Specific prohibitions and limitations on resale activities
6. Permitted Uses: Allowed uses and applications of the products/services
7. Compliance Requirements: Obligations to ensure compliance with resale restrictions
8. Audit Rights: Rights to verify compliance with the agreement
9. Term and Termination: Duration of agreement and termination provisions
10. Confidentiality: Protection of confidential information exchanged
11. Breach and Remedies: Consequences of breach and available remedies
12. Governing Law and Jurisdiction: Application of Austrian law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Competition Law Compliance: Specific provisions ensuring compliance with EU and Austrian competition laws, recommended for high-value or cross-border agreements
2. Quality Control: Requirements for maintaining product quality and brand standards, relevant for branded or technical products
3. Marketing Restrictions: Additional limitations on marketing and promotion, useful for brand-sensitive products
4. Export Control: Provisions regarding export restrictions, necessary for internationally traded goods
5. Minimum Purchase Requirements: Specific purchase obligations, relevant for distribution-style arrangements
6. Data Protection: GDPR compliance provisions, necessary if personal data is processed
7. Insurance Requirements: Specific insurance obligations, relevant for high-value or high-risk products
1. Product Schedule: Detailed list of products/services covered by the agreement
2. Territory Definition: Specific geographical areas where restrictions apply
3. Approved Uses: Detailed list of permitted uses and applications
4. Pricing Schedule: Price lists and payment terms if applicable
5. Compliance Procedures: Detailed procedures for ensuring and monitoring compliance
6. Reporting Requirements: Templates and procedures for required reporting
7. Authorized Representatives: List of authorized contacts for both parties
Authors
Products
Services
Territory
Permitted Use
Prohibited Activities
Resale
Affiliate
Authorized Purpose
Business Day
Commencement Date
Confidential Information
Customer
Effective Date
End User
Force Majeure Event
Intellectual Property Rights
Licensed Territory
Material Breach
Permitted Recipients
Purchase Price
Quality Standards
Restricted Territory
Specifications
Term
Third Party
Trade Marks
Working Hours
Compliance Requirements
Distribution Channel
Related Entity
Authorized Personnel
Reporting Period
Audit Period
Control
Scope of Agreement
Resale Restrictions
Territory Restrictions
Permitted Use
Purchase Obligations
Quality Control
Compliance
Audit Rights
Competition Law
Confidentiality
Term and Duration
Termination
Warranties
Liability
Indemnification
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Costs
Relationship of Parties
Counterparts
Authority
Data Protection
Export Control
Anti-Corruption
Record Keeping
Reporting Requirements
Manufacturing
Automotive
Electronics
Luxury Goods
Pharmaceuticals
Medical Devices
Industrial Equipment
Technology
Consumer Goods
Chemical Industry
Machinery and Equipment
Professional Services
Legal
Sales
Compliance
Supply Chain
Procurement
Business Development
Commercial Operations
Distribution
Channel Management
Risk Management
Legal Counsel
Commercial Director
Sales Manager
Compliance Officer
Supply Chain Manager
Procurement Manager
Business Development Manager
Contract Manager
Distribution Manager
Channel Manager
Chief Legal Officer
Chief Commercial Officer
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