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1. Parties: Identification of the supplier/manufacturer and the dealer, including full legal names and registered addresses
2. Background: Context of the agreement, nature of the parties' businesses, and purpose of the dealership arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of dealer appointment, territory definition, and exclusivity/non-exclusivity provisions
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Dealer Obligations: Core responsibilities of the dealer including sales, service, and representation of products
7. Supplier Obligations: Core responsibilities of the supplier including product supply, support, and training
8. Ordering and Delivery: Process for ordering products, delivery terms, and lead times
9. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
10. Intellectual Property: Usage rights for trademarks, logos, and other IP, and protection obligations
11. Confidentiality: Protection and handling of confidential information
12. Limitation of Liability: Limits on parties' liability and indemnification provisions
13. Force Majeure: Provisions for unforeseen circumstances affecting performance
14. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Minimum Purchase Requirements: Specific minimum purchase obligations for the dealer, used when supplier wants to ensure minimum volume
2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, used when specific marketing commitments are required
3. After-Sales Service: Detailed service obligations, used for products requiring significant after-sales support
4. Training Requirements: Specific training obligations for dealer staff, used for technical or complex products
5. Performance Targets: Specific sales targets and consequences, used when performance metrics are crucial
6. Insurance Requirements: Specific insurance obligations, used for high-value or high-risk products
7. Stock Requirements: Minimum stock levels and storage conditions, used for products requiring immediate availability
8. Non-Compete Provisions: Restrictions on dealing with competing products, used when exclusivity is important
9. Data Protection: Detailed data handling requirements, used when significant customer data processing is involved
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of the geographical territory, including any excluded areas
3. Schedule 3 - Minimum Purchase Quantities: Specific purchase targets and timeframes
4. Schedule 4 - Commission Structure: Detailed commission calculations and payment terms
5. Schedule 5 - Technical Requirements: Technical specifications and standards to be maintained
6. Schedule 6 - Service Level Requirements: Specific service levels and response times
7. Schedule 7 - Approved Sub-dealers: List of approved sub-dealers if sub-dealing is permitted
8. Schedule 8 - Marketing Guidelines: Detailed marketing requirements and brand guidelines
9. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements
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