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1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and commercial intent of the distribution arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Appointment and Territory: Establishes the distributor's appointment and defines the geographic territory
5. Term and Renewal: Specifies the initial term and any renewal provisions
6. Distribution Rights and Obligations: Details the core rights granted and obligations of the distributor
7. Supplier Obligations: Outlines the obligations of the supplier including product supply and support
8. Ordering and Delivery: Specifies the process for ordering products and delivery arrangements
9. Prices and Payment: Details pricing structure, payment terms, and related financial provisions
10. Performance Targets: Establishes minimum performance requirements and sales targets
11. Marketing and Promotion: Outlines marketing requirements and use of trademarks
12. Intellectual Property: Addresses IP ownership, licenses, and protection
13. Confidentiality: Protects confidential information of both parties
14. Termination: Sets out grounds and process for termination
15. Post-Termination: Specifies obligations and rights after termination
16. General Provisions: Includes standard boilerplate clauses
1. Product Training: Required when products need specific technical knowledge or certification
2. Quality Control: Important for regulated products or where brand reputation is crucial
3. Insurance Requirements: Needed for high-value products or where specific risks exist
4. Data Protection: Required when personal data processing is involved
5. Anti-Corruption Compliance: Important for international distribution or government contracts
6. Sub-Distributors: Needed if sub-distribution rights are to be permitted
7. Product Warranties: Important for technical or consumer products
8. Return and Recall Procedures: Essential for products that may require recalls or returns
9. Export Control: Required for international distribution or controlled goods
10. Non-Competition: Optional restrictions on competing activities
1. Products Schedule: Detailed list of products covered by the agreement
2. Territory Schedule: Detailed description of geographic territories and any exclusions
3. Price List: Current pricing structure and discount schedules
4. Performance Targets Schedule: Detailed sales targets and measurement criteria
5. Technical Requirements: Technical specifications and compliance requirements
6. Service Level Agreement: Detailed service standards and response times
7. Marketing Guidelines: Brand guidelines and marketing requirements
8. Authorized Sub-Distributors: List of approved sub-distributors if permitted
9. Returns Policy: Detailed procedures for product returns and credits
10. Reporting Templates: Standard forms for required reporting
Applicable Laws
Australian Consumer Law
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Distributor
Effective Date
Exclusive Territory
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Key Performance Indicators
Minimum Purchase Requirements
Net Sales
Non-Exclusive Territory
Order
Personnel
Price List
Products
Purchase Order
Quarter
Renewal Term
Reports
Resale Price
Revenue Targets
Royalties
Schedule
Services
Specifications
Stock
Sub-Distributor
Supplier
Supply Terms
Technical Documentation
Term
Territory
Trade Marks
Training Materials
Warranty Period
Year
Territory Rights
Exclusivity
Term and Renewal
Orders and Supply
Delivery
Price and Payment
GST
Performance Requirements
Marketing and Promotion
Training
Quality Control
Product Returns
Warranties
Stock Requirements
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Record Keeping
Audit Rights
Insurance
Indemnification
Limitation of Liability
Force Majeure
Termination
Post-Termination Obligations
Assignment
Sub-Contracting
Compliance with Laws
Anti-Corruption
Dispute Resolution
Governing Law
Entire Agreement
Variation
Notices
Severability
Third Party Rights
Counterparts
Retail
Consumer Goods
Technology
Pharmaceuticals
Automotive
Food and Beverage
Electronics
Industrial Equipment
Fashion and Apparel
Construction Materials
Medical Devices
Software
Telecommunications
Agricultural Products
Legal
Commercial
Sales
Operations
Supply Chain
Procurement
Compliance
Business Development
Contract Administration
Distribution
International Trade
Commercial Director
Sales Manager
Distribution Manager
Business Development Manager
Legal Counsel
Procurement Manager
Operations Director
Channel Manager
Supply Chain Manager
Compliance Officer
Contract Administrator
Chief Commercial Officer
Regional Sales Director
Territory Manager
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