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1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the parties' businesses and their intention to enter into an exclusive distribution arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights
4. Appointment and Territory: Grant of exclusive distributorship rights and detailed definition of the geographic territory
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor's Rights and Obligations: Core responsibilities including minimum purchase requirements, marketing obligations, and service standards
7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training
8. Pricing and Payment Terms: Product pricing structure, payment terms, and price adjustment mechanisms
9. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP, including restrictions
10. Non-Competition: Restrictions on competing products and activities during and after the agreement
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Grounds for termination, notice requirements, and consequences of termination
13. Post-Termination: Obligations and rights of both parties after termination
14. General Provisions: Standard boilerplate clauses including notices, amendment procedures, and governing law
1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements, used when specific marketing commitments are needed
2. Training Requirements: Specific training obligations for distributor's staff, included when products require technical knowledge
3. Sub-Distributors: Rights and conditions for appointing sub-distributors, used when sub-distribution is permitted
4. Product Warranty: Detailed warranty terms and claims procedures, important for technical or complex products
5. Insurance Requirements: Specific insurance coverage requirements, included for high-value or high-risk products
6. Data Protection: Specific data handling requirements, needed when personal data processing is involved
7. Force Majeure: Detailed force majeure provisions, particularly relevant in international distribution
8. Anti-Corruption Compliance: Specific anti-corruption requirements, important for international business
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of the geographic territory, including maps if necessary
3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values
4. Schedule 4 - Price List: Current price list and discount structure
5. Schedule 5 - Performance Targets: Specific sales targets and performance metrics
6. Schedule 6 - Technical Requirements: Technical specifications, quality standards, and certification requirements
7. Schedule 7 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
8. Schedule 8 - After-Sales Service Requirements: Service level agreements and support requirements
Applicable Laws
Business Day
Commencement Date
Confidential Information
Competing Products
Customer
Delivery Point
Effective Date
Force Majeure Event
Group
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Performance Targets
Products
Purchase Order
Quarter
Renewal Term
Representatives
Specifications
Sub-distributor
Supplier's Marks
Term
Territory
Trade Marks
Working Hours
Year
Hong Kong
Marketing Materials
Price List
Quality Standards
Related Company
Sales Report
Service Level Requirements
Technical Documentation
Warranty Period
Territory Definition
Term and Duration
Renewal
Supply Obligations
Purchase Obligations
Pricing
Payment Terms
Delivery
Performance Requirements
Minimum Purchase Requirements
Marketing and Promotion
Training
Quality Control
Intellectual Property
Trademark Usage
Confidentiality
Non-Competition
Warranties
Indemnification
Limitation of Liability
Insurance
Record Keeping
Audit Rights
Termination
Force Majeure
Assignment
Sub-contracting
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Compliance with Laws
Anti-Corruption
Data Protection
Import/Export Compliance
Product Liability
After-Sales Service
Stock Requirements
Customer Support
Reporting Requirements
Consumer Goods
Electronics and Technology
Automotive
Luxury Goods
Food and Beverage
Pharmaceuticals
Medical Devices
Industrial Equipment
Fashion and Apparel
Cosmetics and Personal Care
Construction Materials
Telecommunications Equipment
Machinery and Tools
Home Appliances
Sporting Goods
Legal
Commercial
Sales
Business Development
Operations
Supply Chain
Procurement
Compliance
Distribution
Channel Management
International Trade
Contract Administration
Chief Executive Officer
Commercial Director
Head of Sales
Business Development Manager
Legal Counsel
Procurement Manager
Sales Director
Distribution Manager
Supply Chain Manager
Contract Manager
Operations Director
Country Manager
Regional Sales Manager
Channel Manager
Compliance Officer
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