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Sole Distributor Agreement
1. Parties: Identification of the supplier and distributor with full legal details
2. Background: Context of the agreement and brief description of both parties' businesses
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Grant of exclusive distributorship rights and definition of territorial scope
5. Products: Description and scope of products covered by the agreement
6. Term and Termination: Duration of agreement and circumstances for termination
7. Distributor's Rights and Obligations: Core responsibilities including marketing, sales targets, and reporting
8. Supplier's Rights and Obligations: Supply commitments, support, and training obligations
9. Ordering and Delivery: Process for ordering, delivery terms, and logistics arrangements
10. Prices and Payment: Pricing structure, payment terms, and price adjustment mechanisms
11. Intellectual Property Rights: License to use trademarks and handling of IP rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Non-Competition: Competition restrictions during and after the agreement
14. Warranties and Indemnities: Product warranties and mutual indemnification provisions
15. Force Majeure: Handling of events beyond parties' reasonable control
16. Governing Law and Jurisdiction: Choice of Danish law and jurisdiction arrangements
17. General Provisions: Standard boilerplate clauses including notices and amendments
1. Minimum Purchase Requirements: Include when specific purchase volumes are required to maintain exclusivity
2. Marketing and Promotion: Detailed section when specific marketing commitments are required
3. Training and Support: When extensive product training or technical support is necessary
4. Stock Requirements: When specific inventory levels must be maintained
5. After-Sales Service: For products requiring significant after-sales support or warranty service
6. Data Protection: When personal data processing is part of the distribution relationship
7. Insurance: When specific insurance requirements are necessary due to product nature
8. Import/Export: For cross-border distribution requiring specific import/export arrangements
9. Anti-Corruption: When distribution involves high-risk territories or government contacts
1. Products Schedule: Detailed list of products including specifications and prices
2. Territory Schedule: Detailed description of territorial scope including any excluded areas
3. Price List: Current price list with any volume discounts or special pricing arrangements
4. Performance Targets: Annual or quarterly sales targets and performance metrics
5. Technical Requirements: Technical specifications and quality standards for products
6. Marketing Guidelines: Supplier's branding and marketing requirements
7. Service Level Agreement: Detailed service levels for ordering, delivery, and support
8. Trademark Schedule: List of licensed trademarks and usage guidelines
Authors
Products
Territory
Commencement Date
Initial Term
Intellectual Property Rights
Confidential Information
Business Day
Force Majeure Event
Good Industry Practice
Marketing Materials
Minimum Purchase Requirements
Net Sales
Order
Performance Targets
Price List
Purchase Price
Quarter
Seller's Marks
Specifications
Subsidiary
Technical Requirements
Term
Trademark Guidelines
Working Hours
Affiliate
Applicable Laws
Authorized Purposes
Competition Laws
Customer
Delivery Point
End User
EU
GDPR
Group
Know-How
Manufacturer's Warranty
Marketing Plan
Payment Terms
Product Documentation
Quality Standards
Reporting Period
Sales Forecast
Service Levels
Stock Requirements
Supply Terms
Trade Marks
Year
Exclusivity
Territory
Term
Products
Supply Obligations
Purchase Obligations
Pricing
Payment
Delivery
Marketing
Performance Requirements
Training
Technical Support
Quality Control
Stock Requirements
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Warranties
Indemnification
Limitation of Liability
Force Majeure
Termination
Post-Termination
Assignment
Compliance
Anti-Corruption
Export Control
Insurance
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Language
Counterparts
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