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1. Parties: Identification and details of the principal/manufacturer and the exclusive seller
2. Background: Context of the agreement, including brief description of the business relationship and purpose
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Scope: Terms of exclusive appointment, territory coverage, and products/services included
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Exclusivity Provisions: Specific terms of exclusivity, including any limitations or exceptions
7. Seller's Obligations: Key responsibilities, performance requirements, and service standards
8. Principal's Obligations: Support, supply commitments, and other obligations of the principal
9. Pricing and Payment Terms: Pricing structure, payment terms, and commission arrangements
10. Intellectual Property: Usage rights for trademarks, brands, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Grounds for termination and termination process
13. Post-Termination Obligations: Obligations and restrictions after agreement ends
14. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Minimum Performance Requirements: Specific sales targets or KPIs, used when performance benchmarks are crucial
2. Training and Support: Details of training and support provided by principal, included when significant support is part of the arrangement
3. Marketing and Promotion: Marketing obligations and cost sharing, relevant when marketing is a significant component
4. Sub-contractors: Rights and conditions for engaging sub-contractors, needed if sub-contracting is permitted
5. Insurance: Specific insurance requirements, included for high-value or high-risk arrangements
6. Data Protection: Specific data handling requirements, needed when personal data is processed
7. Non-Competition: Post-termination competition restrictions, included when protecting market position is crucial
8. Audit Rights: Principal's rights to audit seller's performance, included for complex or high-value arrangements
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Commission Structure: Detailed commission calculations and payment terms
4. Schedule 4 - Performance Targets: Specific KPIs and measurement criteria
5. Schedule 5 - Technical Requirements: Technical specifications and standards to be maintained
6. Schedule 6 - Approved Sub-contractors: List of pre-approved sub-contractors if applicable
7. Appendix A - Reporting Templates: Standard forms for performance reporting
8. Appendix B - Brand Guidelines: Guidelines for use of principal's branding and marketing materials
Applicable Laws
Business Day
Commencement Date
Competitor
Confidential Information
Customer
Effective Date
Exclusive Rights
Exclusive Territory
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Key Performance Indicators
Minimum Performance Requirements
Net Sales
Products
Principal
Principal's Marks
Purchase Price
Quarter
Renewal Term
Seller
Seller Commission
Services
Specifications
Term
Territory
Trade Marks
Working Hours
Year
Exclusivity
Term and Renewal
Territory Rights
Performance Requirements
Supply Obligations
Pricing and Payment
Commission Structure
Intellectual Property
Confidentiality
Non-Competition
Training and Support
Marketing and Promotion
Reporting Requirements
Quality Control
Warranties
Liability and Indemnification
Insurance
Force Majeure
Termination
Post-Termination Obligations
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Variation
Waiver
Relationship of Parties
Compliance with Laws
GST
Costs
Third Party Rights
Manufacturing
Retail
Distribution
Consumer Goods
Industrial Products
Technology
Pharmaceuticals
Automotive
Food and Beverage
Medical Devices
Electronics
Luxury Goods
Legal
Commercial
Sales
Business Development
Operations
Supply Chain
Procurement
Compliance
Distribution
Channel Management
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Distribution Manager
Operations Manager
Supply Chain Manager
Procurement Manager
Channel Manager
Regional Sales Manager
General Counsel
Chief Commercial Officer
Head of Sales
Head of Distribution
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