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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement for my Canadian software company to appoint multiple distributors across Ontario and Quebec for our new cloud-based security solutions, with specific clauses for data protection and service level commitments."
1. Parties: Identification and details of the supplier/manufacturer and distributor
2. Background: Context of the agreement and brief description of the parties' businesses
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Territory: Scope of distributor appointment and defined geographic territory
5. Non-Exclusivity: Clear statement of non-exclusive nature of the appointment
6. Term and Termination: Duration of agreement and termination provisions
7. Orders and Delivery: Process for placing orders and delivery terms
8. Prices and Payment: Pricing structure, payment terms, and currency
9. Obligations of Distributor: Key responsibilities and commitments of the distributor
10. Obligations of Supplier: Key responsibilities and commitments of the supplier
11. Intellectual Property: Usage rights and restrictions regarding trademarks and other IP
12. Confidentiality: Protection of confidential information
13. Warranties and Indemnities: Product warranties and mutual indemnification provisions
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Minimum Purchase Requirements: Include when supplier requires minimum order quantities or values
2. Marketing and Promotion: Include when specific marketing obligations are required
3. Training Requirements: Include when product complexity requires specific training
4. After-Sales Service: Include when distributor must provide maintenance or support services
5. Insurance Requirements: Include when specific insurance coverage is required
6. Data Protection: Include when personal data processing is involved
7. Export Controls: Include for international distribution or restricted products
8. Non-Compete: Include when competitive restrictions are desired
9. Sub-Distributors: Include when appointment of sub-distributors is permitted
1. Schedule A - Products: Detailed list of products covered by the agreement
2. Schedule B - Territory: Detailed description or map of the distribution territory
3. Schedule C - Prices: Price list and discount structure
4. Schedule D - Minimum Purchase Requirements: Specific targets and requirements if applicable
5. Schedule E - Technical Specifications: Product specifications and technical requirements
6. Schedule F - Service Level Requirements: Detailed service standards and metrics
7. Schedule G - Trademark Usage Guidelines: Specific rules for using supplier's trademarks
8. Schedule H - Reporting Requirements: Templates and requirements for periodic reports
Authors
Affiliate
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Distributor
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Laws
Manufacturer
Minimum Purchase Requirements
Net Sales
Order
Products
Purchase Price
Quarter
Renewal Term
Reports
Supplier
Specifications
Sub-distributor
Territory
Term
Trademarks
Working Hours
Year
Warranty Period
Marketing Materials
Payment Terms
Purchase Order
Quality Standards
Sales Forecast
Service Levels
Shipping Terms
Storage Requirements
Technical Documentation
Trade Dress
Training Materials
VAT/GST
Wholesale Price
Territory Rights
Non-Exclusivity
Term
Termination
Orders and Supply
Delivery
Price and Payment
Minimum Purchase Requirements
Product Quality
Warranties
Intellectual Property
Confidentiality
Non-Competition
Marketing and Promotion
Reporting Requirements
Audit Rights
Training
Customer Support
Product Returns
Recall Procedures
Insurance
Liability
Indemnification
Force Majeure
Assignment
Sub-Distribution Rights
Compliance with Laws
Data Protection
Export Control
Dispute Resolution
Governing Law
Amendment
Entire Agreement
Severability
Notices
Relationship of Parties
Storage and Handling
Performance Standards
Record Keeping
Consumer Goods
Industrial Products
Technology and Software
Automotive
Electronics
Food and Beverage
Pharmaceuticals
Medical Devices
Construction Materials
Retail
Manufacturing
Chemicals
Telecommunications
Legal
Sales
Commercial
Operations
Supply Chain
Business Development
Procurement
Compliance
Distribution
Logistics
Contract Management
Chief Commercial Officer
Sales Director
Distribution Manager
Business Development Manager
Commercial Contracts Manager
Supply Chain Manager
Legal Counsel
Operations Director
Channel Manager
Procurement Manager
Regional Sales Manager
Chief Executive Officer
Chief Operating Officer
Logistics Manager
Compliance Officer
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