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Distribution Partnership Agreement
"I need a Distribution Partnership Agreement for my Indonesian technology company to appoint an exclusive distributor for our software products in East Java, with the agreement starting March 2025 and including specific performance targets and technical support obligations."
1. Parties: Identification of the Principal/Supplier and the Distributor, including their complete legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of both parties' businesses, and their intentions to enter into a distribution partnership
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of distributor appointment, exclusivity status, and defined geographic territory
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distribution Rights and Obligations: Detailed rights and responsibilities of the distributor, including sales targets and market development
7. Principal's Rights and Obligations: Responsibilities of the principal, including product supply, support, and training
8. Ordering and Delivery: Procedures for ordering products, delivery terms, and logistics arrangements
9. Prices and Payment Terms: Product pricing structure, payment terms, and currency considerations
10. Marketing and Promotion: Requirements for marketing, advertising, and promotion of products
11. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP, including restrictions
12. Confidentiality: Protection of confidential information and trade secrets
13. Warranties and Indemnities: Product warranties, representations, and indemnification provisions
14. Termination: Grounds for termination, notice requirements, and post-termination obligations
15. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
1. Product Training and Support: Detailed provisions for technical training and support, relevant for complex or technical products
2. Quality Control: Specific quality standards and control measures, important for regulated products or luxury goods
3. Insurance Requirements: Specific insurance coverage requirements, particularly relevant for high-value or hazardous products
4. Data Protection: Specific provisions for handling customer data, relevant when personal data processing is involved
5. Import/Export Compliance: Necessary for international distribution arrangements involving customs and trade regulations
6. E-commerce Provisions: Required when online sales channels are part of the distribution strategy
7. Anti-Corruption Compliance: Detailed anti-corruption provisions, particularly important when dealing with government contracts or regulated industries
1. Schedule 1: Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2: Territory Map: Detailed map and description of the authorized distribution territory
3. Schedule 3: Minimum Purchase Requirements: Annual or periodic minimum purchase quantities or values
4. Schedule 4: Price List: Detailed pricing structure, including discounts and special terms
5. Schedule 5: Marketing Guidelines: Specific requirements for marketing, including brand guidelines and approved materials
6. Schedule 6: Service Level Requirements: Detailed performance metrics and service level expectations
7. Schedule 7: Technical Specifications: Detailed technical requirements for product handling, storage, or maintenance
8. Schedule 8: Reporting Templates: Standard forms for regular reporting requirements
Authors
Affiliate
Authorized Personnel
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Distributor
Distribution Rights
Effective Date
Exclusive Territory
Force Majeure Event
Intellectual Property Rights
Initial Term
Minimum Purchase Requirements
Net Sales
Notice
Principal
Products
Purchase Order
Quarter
Renewal Term
Related Party
Sales Target
Specifications
Sub-distributor
Supply Price
Term
Territory
Trade Marks
Working Hours
Year
Indonesian Business Hours
Regulatory Approvals
Marketing Materials
Performance Metrics
Quality Standards
Reporting Period
Service Levels
Storage Requirements
Technical Documentation
Warranty Period
Territory
Exclusivity
Term and Duration
Supply Obligations
Distribution Rights
Minimum Purchase Requirements
Ordering and Delivery
Pricing and Payment
Marketing and Promotion
Performance Targets
Product Standards
Quality Control
Storage and Handling
Customer Service
Intellectual Property
Confidentiality
Non-Competition
Compliance
Representations and Warranties
Indemnification
Insurance
Record Keeping
Audit Rights
Force Majeure
Termination
Post-Termination Obligations
Assignment
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Data Protection
Anti-Corruption
Import/Export Compliance
Sub-Distribution Rights
Training and Support
Reporting Requirements
Consumer Goods
Electronics and Technology
Automotive
Pharmaceuticals and Healthcare
Food and Beverage
Industrial Equipment
Fashion and Apparel
Construction Materials
Agriculture and Farm Equipment
Telecommunications
Energy and Resources
Chemical Products
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Compliance
Distribution
Finance
Marketing
International Trade
Procurement
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Supply Chain Manager
Operations Director
Channel Manager
Distribution Manager
Country Manager
Compliance Officer
Chief Executive Officer
Contract Manager
Regional Sales Manager
Partnership Manager
General Manager
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