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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the exclusive dealing arrangement
3. Definitions: Key terms used throughout the agreement
4. Grant of Exclusive Rights: Scope and nature of exclusivity granted
5. Territory: Geographic scope of the exclusive arrangement
6. Duration: Term of the agreement including commencement date
7. Obligations of Parties: Core responsibilities of each party
8. Payment Terms: Financial arrangements and payment conditions
9. Termination: Circumstances and process for ending the agreement
1. Minimum Purchase Requirements: Specific quantities or values that must be purchased - used when the agreement includes minimum order commitments
2. Performance Metrics: Specific KPIs and performance standards - used when measuring performance is crucial to the arrangement
3. Marketing Obligations: Promotional and marketing requirements - used when specific marketing efforts are required
4. Non-Compete Provisions: Restrictions on competing activities - used when additional competitive restrictions are needed
5. Change of Control: Provisions dealing with ownership changes - used when stability of ownership is important
1. Products/Services Schedule: Detailed list of products or services covered by the agreement
2. Pricing Schedule: Detailed pricing structure and terms
3. Territory Map/Description: Detailed definition of the exclusive territory
4. Performance Metrics Schedule: Detailed KPIs and measurement criteria
5. Service Level Agreement: Detailed service standards and requirements
Business Day
Commencement Date
Confidential Information
Exclusive Products
Exclusive Rights
Exclusive Territory
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Performance Metrics
Price List
Products
Quarter
Renewal Term
Services
Term
Trade Marks
Working Hours
Territory Definition
Term and Duration
Minimum Purchase Requirements
Supply Obligations
Performance Standards
Pricing and Payment
Delivery Terms
Quality Control
Intellectual Property Rights
Confidentiality
Non-Competition
Marketing and Promotion
Reporting Requirements
Audit Rights
Warranties and Representations
Indemnification
Force Majeure
Term and Termination
Consequences of Termination
Assignment and Sub-contracting
Change of Control
Compliance with Laws
Competition Law Compliance
Insurance
Notice Requirements
Dispute Resolution
Governing Law and Jurisdiction
Entire Agreement
Severability
Variation and Waiver
Third Party Rights
Counterparts
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