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1. Parties: Identification and details of the supplier and distributor, including registered addresses and company registration numbers
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint distributor
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of distributor appointment, exclusivity status, and defined territory
5. Products: Description of products covered by the agreement and process for adding/removing products
6. Orders and Delivery: Process for ordering, minimum orders, delivery terms, and acceptance procedures
7. Prices and Payment: Pricing structure, payment terms, invoicing, and currency provisions
8. Obligations of the Supplier: Supplier's duties including product supply, support, and training
9. Obligations of the Distributor: Distributor's duties including marketing, sales targets, and reporting requirements
10. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement, renewal terms, and termination provisions
13. Post-Termination: Rights and obligations after termination, including handling of inventory
14. General Provisions: Standard clauses including force majeure, notices, and entire agreement
1. Non-Competition: Restrictions on distributor's ability to sell competing products. Include when exclusivity is important
2. Marketing and Promotion: Detailed marketing requirements and cost sharing. Include when specific marketing commitments are needed
3. Training and Support: Detailed provisions for product training and technical support. Include for complex products
4. Insurance: Specific insurance requirements. Include for high-value or high-risk products
5. Data Protection: GDPR compliance provisions. Include when personal data processing is involved
6. Compliance with Laws: Specific regulatory compliance requirements. Include for regulated products
7. Bank Guarantee: Requirements for financial security. Include when credit risk is a concern
8. Sub-distributors: Rights and conditions for appointing sub-distributors. Include when sub-distribution is permitted
1. Schedule 1 - Products: Detailed list of products, specifications, and prices
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values
4. Schedule 4 - Technical Requirements: Product storage, handling, and service requirements
5. Schedule 5 - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding
6. Schedule 6 - Service Level Agreement: Performance metrics and service standards
7. Schedule 7 - Commission Structure: Detailed commission calculations and payment terms
8. Appendix A - Reporting Templates: Standard forms for sales reports and forecasts
Affiliate
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Purchase Price
Quarter
Renewal Term
Sales Targets
Services
Supplier Marks
Territory
Term
Working Hours
Technical Documentation
Marketing Materials
Quality Standards
Reporting Period
Sub-distributor
Purchase Order
Delivery Terms
Commercial Information
Contract Year
Distribution Rights
Exclusive Territory
Non-exclusive Territory
Payment Terms
Performance Metrics
Warranty Period
Competition
Trade Marks
Compliance Requirements
Authorized Use
Stock Requirements
Service Levels
Territory Rights
Exclusivity
Duration and Term
Ordering Process
Delivery Terms
Price and Payment
Minimum Purchase Requirements
Performance Obligations
Quality Control
Product Warranties
Intellectual Property Rights
Confidentiality
Non-Competition
Training and Support
Marketing and Promotion
Reporting Requirements
Audit Rights
Force Majeure
Termination
Post-Termination Obligations
Assignment and Sub-contracting
Compliance with Laws
Data Protection
Product Liability
Insurance
Indemnification
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendments
Force Majeure
Anti-Corruption
Export Control
Product Returns
Stock Requirements
Customer Service
Warranty Claims
Commission Structure
Bank Guarantee
Manufacturing
Consumer Goods
Industrial Equipment
Electronics
Automotive
Chemical
Pharmaceutical
Food and Beverage
Software and Technology
Medical Devices
Retail
Luxury Goods
Construction Materials
Telecommunications
Legal
Sales
Commercial
Business Development
Supply Chain
Operations
Compliance
International Business
Distribution
Procurement
Channel Management
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Head of Distribution
Legal Counsel
Contract Manager
Supply Chain Manager
Regional Sales Manager
Channel Manager
Procurement Manager
Operations Director
Compliance Officer
International Business Manager
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