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1. Parties: Identifies and provides full legal details of the supplier and reseller
2. Background: Sets out the context of the agreement, including the supplier's business, products, and desire to appoint reseller
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Territory: Establishes the reseller's appointment, whether exclusive or non-exclusive, and defines the territorial scope
5. Reseller Obligations: Details the core responsibilities and commitments of the reseller
6. Supplier Obligations: Outlines the supplier's commitments and support to the reseller
7. Ordering and Delivery: Specifies the process for ordering products and delivery terms
8. Prices and Payment: Details pricing structure, payment terms, and invoicing procedures
9. Intellectual Property Rights: Addresses the use of trademarks, branding, and other IP
10. Confidentiality: Protects confidential information exchanged between parties
11. Term and Termination: Specifies agreement duration and termination provisions
12. Post-Termination: Outlines obligations and rights after agreement termination
13. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law
1. Performance Targets: Sets minimum purchase or sales targets, used when supplier wants to ensure minimum performance levels
2. Marketing and Promotion: Details marketing requirements and cost sharing, relevant for agreements where specific promotional activities are required
3. Training Requirements: Specifies training obligations for reseller staff, important for technical or complex products
4. Customer Support: Defines support responsibilities, necessary when reseller must provide after-sales service
5. Warranty Provisions: Details warranty terms and processes, important for products with specific warranty requirements
6. Insurance Requirements: Specifies required insurance coverage, relevant for high-value or high-risk products
7. Data Protection: Addresses personal data handling, necessary when customer data is processed
8. Anti-Corruption Compliance: Include for international sales or when dealing with government sectors
9. Import/Export Compliance: Necessary for international reseller arrangements
1. Products Schedule: Lists all products covered by the agreement with specifications and prices
2. Territory Definition: Detailed description of geographical territory and any exclusions
3. Commission Structure: Detailed breakdown of pricing tiers and commission calculations
4. Service Level Agreement: Specific performance metrics and service standards
5. Technical Requirements: Technical specifications and compatibility requirements
6. Trademark Usage Guidelines: Detailed rules for use of supplier's trademarks and branding
7. Reporting Templates: Standard forms for regular reporting requirements
8. Return and Warranty Procedures: Detailed processes for handling returns and warranty claims
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