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1. Parties: Identification of the supplier/manufacturer and the exclusive dealer/distributor
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Exclusive Rights: Clear specification of the exclusive rights being granted, including territorial scope and product/service coverage
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Obligations of Supplier: Supplier's commitments including supply terms, pricing, and support
7. Obligations of Dealer: Dealer's commitments including minimum purchase requirements, marketing efforts, and performance standards
8. Territory and Exclusivity: Detailed definition of the geographic area and scope of exclusivity
9. Pricing and Payment Terms: Price determination, payment schedules, and related financial terms
10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information exchanged between parties
12. Competition Law Compliance: Provisions ensuring compliance with Hong Kong Competition Ordinance
13. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Training and Support: Details of training and support provided by supplier, included when technical products or services are involved
2. Marketing and Promotion: Specific marketing requirements and cost-sharing arrangements, included for consumer-facing products
3. Quality Control: Quality standards and inspection rights, included for manufactured goods
4. Non-Competition: Post-termination restrictions, included when protecting market position is crucial
5. Insurance Requirements: Specific insurance coverage requirements, included for high-value or high-risk products
6. Force Majeure: Provisions for unforeseen circumstances, included when supply chain disruption is a significant risk
7. Assignment and Sub-Contracting: Rights to transfer or delegate obligations, included when flexibility in business structure is needed
8. Data Protection: Provisions for handling personal data, included when customer data is processed
1. Schedule 1: Products/Services: Detailed list and specifications of products or services covered by the agreement
2. Schedule 2: Territory Map: Detailed map or description of the exclusive territory
3. Schedule 3: Pricing Structure: Detailed pricing tables, discounts, and commission structures
4. Schedule 4: Performance Targets: Specific sales targets and performance metrics
5. Schedule 5: Technical Specifications: Technical requirements and standards for products or services
6. Appendix A: Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
7. Appendix B: Service Level Agreement: Detailed service standards and response times
8. Appendix C: Compliance Procedures: Detailed procedures for ensuring competition law compliance
Affiliate
Business Day
Commencement Date
Competition Ordinance
Confidential Information
Contract Year
Customer
Dealer
Effective Date
Exclusivity Period
Force Majeure Event
Initial Term
Intellectual Property Rights
Licensed Marks
Minimum Purchase Requirements
Net Sales
Products
Performance Targets
Quarter
Renewal Term
Services
Specification
Supplier
Supply Terms
Territory
Term
Trade Marks
Working Hours
Year
Grant of Rights
Exclusivity
Territory Restrictions
Term and Duration
Supply Obligations
Purchase Obligations
Pricing and Payment
Performance Requirements
Minimum Purchase Requirements
Quality Control
Marketing and Promotion
Intellectual Property
Confidentiality
Competition Law Compliance
Representations and Warranties
Training and Support
Record Keeping
Audit Rights
Non-Competition
Force Majeure
Termination
Post-Termination Obligations
Assignment
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Data Protection
Entire Agreement
Amendment
Severability
Waiver
Counterparts
Consumer Goods
Electronics
Automotive
Luxury Goods
Fashion and Apparel
Medical Devices
Industrial Equipment
Food and Beverage
Pharmaceuticals
Technology
Telecommunications
Manufacturing
Legal
Sales
Commercial
Compliance
Business Development
Operations
Supply Chain
Distribution
Marketing
Finance
Risk Management
Chief Executive Officer
Commercial Director
Head of Sales
Legal Counsel
Compliance Officer
Business Development Manager
Sales Director
Distribution Manager
Channel Manager
Contract Manager
Regional Sales Manager
Chief Operating Officer
Supply Chain Manager
Brand Manager
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