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1. Parties: Identification of the contracting parties - the supplier/manufacturer and the dealer
2. Background: Context of the agreement, business relationship overview, and purpose
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Territory: Terms of dealer appointment, territorial rights, and exclusivity provisions
5. Dealer Obligations: Core responsibilities and performance requirements of the dealer
6. Supplier Obligations: Core responsibilities of the supplier including supply commitments and support
7. Ordering and Delivery: Process for ordering products, delivery terms, and logistics arrangements
8. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
9. Intellectual Property: IP rights, trademark usage, and brand protection provisions
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal provisions, and termination rights
12. Post-Termination: Obligations and rights after agreement termination
13. Representations and Warranties: Standard warranties and representations of both parties
14. Indemnification: Mutual indemnification obligations and liability provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Marketing and Promotion: Specific requirements for marketing activities, co-op advertising, and promotional programs. Include when dealer has significant marketing responsibilities.
2. Training Requirements: Detailed training obligations for dealer staff. Include when products require specialized knowledge or certification.
3. Service and Warranty Support: Service level requirements and warranty handling procedures. Include for technical or complex products requiring after-sales support.
4. Performance Targets: Specific sales targets and performance metrics. Include when dealer performance measurement is critical.
5. Insurance Requirements: Detailed insurance obligations. Include when dealing with high-value products or significant liability risks.
6. Internet Sales Policy: Online sales and digital marketplace regulations. Include when e-commerce is relevant to the business model.
7. Data Protection: Detailed privacy and data handling requirements. Include when significant customer data processing is involved.
8. Competition Restrictions: Non-compete and product line restrictions. Include when exclusivity is important to the business relationship.
1. Schedule A - Products: Detailed list of authorized products and specifications
2. Schedule B - Territory: Detailed description of authorized sales territory
3. Schedule C - Pricing and Commission Structure: Detailed pricing terms, discount structures, and commission calculations
4. Schedule D - Performance Metrics: Specific performance targets and measurement criteria
5. Schedule E - Technical Requirements: Technical specifications and compliance requirements
6. Schedule F - Service Level Requirements: Detailed service level agreements and support requirements
7. Schedule G - Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding
8. Appendix 1 - Standard Operating Procedures: Detailed operational procedures and requirements
9. Appendix 2 - Reporting Templates: Standard forms and templates for required reporting
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