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1. Parties: Identification of the manufacturer/supplier and the exclusive sales representative/distributor
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Grant of exclusive rights and definition of territory/market
5. Term and Renewal: Duration of the agreement and renewal conditions
6. Products: Description of products covered under the agreement
7. Territory: Detailed definition of geographical area or market segment covered
8. Sales Targets: Minimum performance requirements and sales quotas
9. Prices and Payment Terms: Pricing structure, payment conditions, and commission rates
10. Obligations of the Supplier: Supplier's responsibilities including product supply and support
11. Obligations of the Sales Representative: Sales representative's duties and performance standards
12. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP
13. Confidentiality: Protection of confidential information and trade secrets
14. Termination: Grounds and procedures for contract termination
15. Post-Termination Obligations: Obligations and restrictions after contract end
16. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures
1. Training and Support: Details of training and support provided by supplier, included when significant technical support is required
2. Marketing and Promotion: Marketing responsibilities and cost sharing, included when specific marketing requirements exist
3. Insurance Requirements: Specific insurance coverage requirements, included for high-value or high-risk products
4. Sub-contractors: Rights and conditions for using sub-contractors, included when sub-contracting might be needed
5. Force Majeure: Provisions for unforeseen circumstances, included for long-term or international contracts
6. Non-Competition: Non-compete clauses and restrictions, included when protecting market position is crucial
7. Warranty and Returns: Product warranty terms and return procedures, included for physical goods
8. Compliance with Laws: Specific regulatory compliance requirements, included for regulated industries
1. Schedule A - Product List: Detailed list of products covered under the agreement with specifications
2. Schedule B - Price List: Complete pricing structure, discounts, and commission rates
3. Schedule C - Territory Map: Detailed map or description of exclusive territory boundaries
4. Schedule D - Sales Targets: Specific sales quotas and performance metrics by period
5. Schedule E - Marketing Guidelines: Brand guidelines and marketing requirements
6. Appendix 1 - Reporting Templates: Standard forms for sales reports and performance tracking
7. Appendix 2 - Technical Specifications: Detailed technical information about products
8. Appendix 3 - Service Level Agreement: Specific performance and support standards
Applicable Laws
Business Day
Commencement Date
Competitor
Confidential Information
Contract Year
Customer
Effective Date
Event of Default
Exclusive Period
Exclusive Rights
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Notice
Products
Purchase Order
Quarter
Renewal Term
Sales Targets
Specifications
Territory
Term
Trade Marks
Working Hours
Commission
Gross Margin
Marketing Materials
Performance Metrics
Quarterly Report
Related Entities
Sales Report
Termination Date
Training Materials
Warranty Period
Exclusivity
Territory
Term and Renewal
Sales Targets
Performance Requirements
Commission
Payment Terms
Product Supply
Pricing
Marketing and Promotion
Training and Support
Reporting Requirements
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Warranties
Indemnification
Insurance
Force Majeure
Termination
Post-Termination Obligations
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Amendment
Severability
Waiver
Compliance with Laws
Data Protection
Record Keeping
Audit Rights
Product Returns
Quality Control
Customer Service
Representations and Warranties
Manufacturing
Retail
Technology
Consumer Goods
Industrial Equipment
Automotive
Electronics
Pharmaceuticals
Food and Beverage
Chemicals
Construction Materials
Medical Devices
Telecommunications
Agricultural Products
Legal
Sales
Commercial
Business Development
Operations
Procurement
Compliance
Contract Administration
Distribution
Channel Management
Sales Director
Commercial Director
Business Development Manager
Sales Manager
Chief Commercial Officer
Distribution Manager
Legal Counsel
Contract Manager
Chief Executive Officer
Operations Director
Regional Sales Manager
Territory Manager
Channel Manager
Procurement Manager
Compliance Officer
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