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1. Parties: Identification of the manufacturer and the representative, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the manufacturer's business and the purpose of appointing a representative
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Customers, Commission, etc.
4. Appointment and Scope: Terms of appointment, whether exclusive or non-exclusive, and detailed scope of representation
5. Territory: Definition of the geographic area where the representative is authorized to operate
6. Representative's Rights and Obligations: Detailed responsibilities including promotion, customer service, reporting requirements, and performance standards
7. Manufacturer's Rights and Obligations: Manufacturer's commitments regarding product supply, support, training, and marketing materials
8. Commission Structure: Detailed compensation terms, calculation methods, and payment schedules
9. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination
10. Intellectual Property: Usage rights and restrictions regarding manufacturer's trademarks, logos, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition and Non-Solicitation: Restrictions during and after the agreement term
13. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required
2. Product Training: Include when comprehensive product training programs are necessary
3. Marketing and Promotion: Include when specific marketing obligations and cost-sharing arrangements are needed
4. Insurance Requirements: Include when specific insurance coverage is required from the representative
5. Data Protection: Include when significant customer data handling is involved
6. Export Controls: Include when products are subject to export regulations
7. Sub-Representatives: Include when the representative may appoint sub-representatives
8. Force Majeure: Include when specific force majeure provisions are needed beyond standard terms
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory Description: Detailed description or map of the authorized territory
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Approved Customer List: List of existing customers or approved potential customers if restricted
6. Schedule 6 - Reporting Templates: Standard forms for regular activity and sales reporting
7. Schedule 7 - Marketing Guidelines: Brand guidelines and approved marketing practices
8. Appendix A - Contact Details: Key contact persons and their details for both parties
Applicable Laws
Approved Customers
Business Day
Commencement Date
Commission
Competing Products
Confidential Information
Customer
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Performance Indicators
Manufacturer
Manufacturer's Products
Minimum Performance Requirements
Net Sales
Order
Products
Purchase Order
Quarter
Representative
Sales Report
Sales Target
Specifications
Term
Territory
Trade Marks
Working Hours
Year
Hong Kong
Initial Term
Marketing Materials
Renewal Term
Services
Sub-Representative
Training Materials
Warranty Period
Commission Period
Payment Terms
Reporting Period
Exclusivity Period
Termination Date
Governing Law
Affiliate
Group Company
Principal
Term
Territory
Exclusivity
Authority
Performance Obligations
Commission
Payment Terms
Reporting Requirements
Training
Marketing and Promotion
Customer Support
Product Supply
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Termination
Force Majeure
Assignment
Notices
Entire Agreement
Amendment
Severability
Waiver
Governing Law
Dispute Resolution
Data Protection
Compliance with Laws
Export Control
Anti-Corruption
Record Keeping
Audit Rights
Sub-Contracting
Good Faith
Further Assurance
Costs
Third Party Rights
Language
Counterparts
Manufacturing
Electronics
Industrial Equipment
Consumer Goods
Medical Devices
Automotive Parts
Technology Hardware
Chemical Products
Telecommunications Equipment
Construction Materials
Textiles and Apparel
Machinery and Tools
Legal
Sales
Business Development
Commercial
Compliance
Operations
Finance
International Trade
Procurement
Executive Leadership
Sales Director
Business Development Manager
Commercial Director
Legal Counsel
Contract Manager
Chief Commercial Officer
Sales Operations Manager
Regional Sales Manager
Channel Manager
Procurement Manager
Compliance Officer
Managing Director
Chief Executive Officer
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