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1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names and addresses
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint exclusive distributor
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Scope: Grant of exclusive distributorship rights and territorial scope
5. Term: Duration of the agreement, including commencement date and renewal provisions
6. Distributor's Rights and Obligations: Detailed responsibilities including marketing, minimum purchase requirements, and performance standards
7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training
8. Prices and Payment Terms: Product pricing, payment conditions, and price adjustment mechanisms
9. Ordering and Delivery: Procedures for ordering products, delivery terms, and logistics arrangements
10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP
11. Non-Competition and Exclusivity: Exclusivity provisions and territorial restrictions
12. Confidentiality: Protection of confidential information and trade secrets
13. Termination: Grounds for termination, notice periods, and consequences of termination
14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Minimum Purchase Requirements: Include when supplier wants to ensure minimum volume commitments
2. Marketing and Promotion: Detailed section when specific marketing obligations are required
3. Product Training: Include when products require technical knowledge or specialized training
4. Quality Control: Include for technical or specialized products requiring specific handling
5. After-Sales Service: Include when product requires maintenance or customer support
6. Insurance: Include when specific insurance requirements are necessary
7. Data Protection: Include when personal data processing is involved
8. Import/Export Compliance: Include for international distribution arrangements
9. Anti-Corruption Compliance: Include when dealing with high-risk territories or government contracts
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of the exclusive territory
3. Schedule 3 - Prices: Price list and discount structure
4. Schedule 4 - Minimum Purchase Quantities: Annual or quarterly minimum purchase requirements
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding
7. Schedule 7 - Service Level Agreement: Performance metrics and service standards
8. Schedule 8 - Reporting Requirements: Templates and timing for required reports
9. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns
Affiliate
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Effective Date
Force Majeure Event
Intellectual Property Rights
Initial Term
Minimum Purchase Requirements
Net Sales
Products
Product Specifications
Purchase Order
Quarter
Renewal Term
Resale Price
Sales Targets
Supplier Marks
Swiss Competition Law
Technical Documentation
Term
Territory
Trade Marks
Working Hours
Marketing Materials
Quality Standards
Reporting Period
Service Levels
Subsidiary
Supply Price
Third Party
Vertical Agreement
Year
Grant of Rights
Territory
Exclusivity
Term and Duration
Supply Obligations
Purchase Obligations
Minimum Purchase Requirements
Prices and Payment
Ordering and Delivery
Performance Standards
Quality Control
Marketing and Promotion
Training
Technical Support
Intellectual Property
Confidentiality
Non-Competition
Data Protection
Compliance
Records and Reporting
Audit Rights
Warranties
Indemnification
Liability
Insurance
Force Majeure
Termination
Post-Termination
Assignment
Notices
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Governing Law
Dispute Resolution
Consumer Goods
Pharmaceuticals
Medical Devices
Luxury Goods
Industrial Equipment
Automotive
Electronics
Food and Beverage
Fashion and Apparel
Machinery and Tools
Chemical Products
Software and Technology
Sporting Goods
Cosmetics and Personal Care
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Compliance
Finance
Marketing
International Trade
Distribution
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Distribution Manager
Chief Commercial Officer
Head of Sales
Export Manager
Territory Manager
Procurement Manager
Compliance Officer
Operations Director
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