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1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of distributor's appointment, exclusivity status, and defined territory
5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances
6. Distributor's Rights and Obligations: Core responsibilities including marketing, sales targets, customer service, and reporting requirements
7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training
8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms
10. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP during the distribution relationship
11. Confidentiality: Protection of confidential information exchanged during the relationship
12. Warranties and Indemnities: Product warranties, representations, and mutual indemnifications
13. Force Majeure: Provisions for handling events beyond parties' reasonable control
14. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Non-Competition: Restrictions on distributor's ability to sell competing products - include when exclusivity is granted
2. Minimum Purchase Requirements: Specific purchase quotas - include when supplier requires volume commitments
3. Marketing and Promotion: Detailed marketing obligations and cost-sharing - include when specific marketing commitments are required
4. After-Sales Service: Service and maintenance requirements - include for technical or complex products
5. Insurance: Specific insurance requirements - include for high-value or high-risk products
6. Data Protection: Detailed data handling requirements - include when personal data processing is involved
7. Anti-Corruption: Specific anti-corruption provisions - include when dealing with regulated industries or public sector
8. Export Controls: Detailed export control compliance - include for restricted or controlled products
9. Sub-distributors: Rights and conditions for appointing sub-distributors - include when sub-distribution is permitted
1. Products Schedule: Detailed list of products covered by the agreement, including specifications and prices
2. Territory Schedule: Detailed description of geographical territories, including any excluded areas or customers
3. Performance Targets: Specific sales targets, KPIs, and measurement criteria
4. Price List: Detailed pricing information, discounts, and pricing adjustment mechanisms
5. Technical Requirements: Technical specifications, quality standards, and compliance requirements
6. Service Level Agreement: Detailed service levels for order processing, delivery, and support
7. Marketing Guidelines: Brand guidelines, marketing standards, and approved marketing materials
8. Reporting Templates: Standard forms for regular reporting requirements
9. Warranty Procedures: Detailed warranty claim procedures and requirements
Affiliate
Business Day
Commencement Date
Confidential Information
Contract Year
Customers
Delivery Point
Distributor
Effective Date
End Users
Force Majeure Event
Intellectual Property Rights
Initial Term
Minimum Purchase Requirements
Net Sales
Notice
Optional Products
Performance Targets
Products
Product Specifications
Purchase Order
Quarter
Renewal Term
Resale Price
Sales Report
Supplier
Supply Price
Technical Information
Term
Territory
Trade Marks
Working Hours
VAT
Marketing Materials
Quality Standards
Shipping Terms
Sub-distributor
Competing Products
Warranty Period
Purchase Price
Intellectual Property Claims
Regulatory Approvals
Termination Date
Material Breach
Payment Terms
Prohibited Customers
Exclusive Territory
Non-Exclusive Territory
Reporting Period
Territory Definition
Exclusivity
Term and Duration
Renewal
Termination
Supply Obligations
Purchase Obligations
Pricing
Payment Terms
Delivery
Title and Risk
Product Quality
Performance Requirements
Minimum Purchase Requirements
Marketing and Promotion
Intellectual Property
Trademark Usage
Confidentiality
Non-Competition
Training and Support
Reporting Requirements
Audit Rights
Warranties
Product Liability
Indemnification
Insurance
Force Majeure
Assignment
Sub-Distribution Rights
Export Controls
Anti-Corruption
Data Protection
Regulatory Compliance
Notice Requirements
Dispute Resolution
Governing Law
Jurisdiction
Entire Agreement
Amendment
Severability
Third Party Rights
Stock Disposal
Post-Termination Obligations
Product Returns
Quality Control
Customer Service
Record Keeping
Consumer Goods
Electronics
Automotive
Pharmaceuticals
Medical Devices
Industrial Equipment
Fashion and Luxury Goods
Food and Beverage
Cosmetics
Technology Hardware
Software
Telecommunications
Manufacturing
Chemical Products
Construction Materials
Sporting Goods
Home Appliances
Agricultural Products
Machinery and Equipment
Retail
Legal
Commercial
Sales
Supply Chain
Operations
Business Development
International Trade
Procurement
Compliance
Distribution
Channel Management
Contract Administration
Export
Strategic Planning
Risk Management
Chief Executive Officer
Commercial Director
Sales Director
Distribution Manager
Supply Chain Manager
Business Development Manager
Legal Counsel
Contracts Manager
Export Manager
Regional Sales Manager
Operations Director
Procurement Manager
Channel Manager
International Trade Specialist
Compliance Officer
General Counsel
Chief Commercial Officer
Distribution Network Manager
Trade Relations Manager
Business Strategy Director
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