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1. Parties: Identifies the supplier/manufacturer and distributor with their full legal names and registered addresses
2. Background: Sets out the context of the agreement, including the supplier's business, products, and desire to appoint the distributor
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Territory: Specifies the nature of appointment (exclusive/non-exclusive) and defines the geographical territory
5. Term and Termination: Specifies the initial term, renewal provisions, and grounds for termination
6. Distributor Obligations: Details the distributor's key responsibilities, including sales targets, marketing efforts, and reporting requirements
7. Supplier Obligations: Outlines the supplier's commitments regarding product supply, support, and training
8. Ordering and Delivery: Describes the process for placing orders, delivery terms, and acceptance procedures
9. Prices and Payment: Sets out pricing structure, payment terms, and any applicable discounts
10. Intellectual Property Rights: Addresses the use of trademarks, patents, and other IP rights
11. Confidentiality: Protects confidential information exchanged between parties
12. Warranties and Indemnities: Details product warranties and mutual indemnification provisions
13. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
14. General Provisions: Contains standard boilerplate clauses including force majeure, notices, and assignment
1. Non-Competition: Restricts distributor from selling competing products - include when exclusivity is important
2. Minimum Purchase Requirements: Sets minimum order quantities - include when specific sales volumes are required
3. Sub-Distributors: Regulates appointment of sub-distributors - include when sub-distribution is permitted
4. Insurance: Specifies required insurance coverage - include for high-value or high-risk products
5. Data Protection: Detailed data handling requirements - include when significant customer data processing is involved
6. Export Controls: Export compliance requirements - include for products subject to export restrictions
7. Post-Termination Obligations: Details obligations surviving termination - include for complex distribution relationships
8. Change of Control: Addresses consequences of ownership changes - include for strategic relationships
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Prices and Payment Terms: Price lists, discount structures, and detailed payment terms
4. Schedule 4 - Minimum Purchase Quantities: Specific targets and minimum order requirements
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks
7. Appendix A - Reporting Templates: Standard forms for sales reports and forecasts
8. Appendix B - Service Level Requirements: Detailed service standards and performance metrics
Applicable Laws
Business Day
Commencement Date
Confidential Information
Contract Year
Customers
Delivery Point
Effective Date
Force Majeure Event
Group
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Order
Products
Purchase Price
Quality Standards
Quarter
Renewal Term
Representatives
Sales Targets
Specifications
Sub-distributor
Supplier Marks
Term
Territory
Trade Marks
Working Hours
Affiliate
Associated Company
Marketing Materials
Payment Terms
Performance Criteria
Retail Price
Stock Requirements
Technical Documentation
Training Materials
Warranty Period
Territory
Term
Exclusivity
Product Supply
Ordering
Delivery
Pricing
Payment
Sales Targets
Marketing
Training
Support
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Insurance
Termination
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Data Protection
Compliance
Anti-Corruption
Record Keeping
Audit Rights
Product Returns
Quality Control
Stock Requirements
Sub-Distribution
Export Control
Consumer Goods
Electronics and Technology
Pharmaceuticals and Healthcare
Automotive
Industrial Equipment
Food and Beverage
Software and Digital Products
Fashion and Apparel
Construction Materials
Telecommunications
Medical Devices
Luxury Goods
Legal
Sales
Commercial
Business Development
Operations
Supply Chain
Compliance
Finance
Product Management
Distribution
Procurement
Risk Management
International Trade
Chief Executive Officer
Commercial Director
Sales Director
Head of Distribution
Legal Counsel
Contract Manager
Business Development Manager
Supply Chain Manager
Operations Director
Chief Commercial Officer
Regional Sales Manager
Procurement Manager
Compliance Officer
Channel Manager
Distribution Network Manager
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