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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement for my pharmaceutical company to appoint multiple distributors in Java and Sumatra, Indonesia, with specific provisions for cold chain storage and compliance with Indonesian health regulations."
1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including supplier's business, products, and desire to appoint non-exclusive distributor
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Scope: Non-exclusive appointment of distributor, territory definition, and confirmation of non-exclusive nature
5. Term and Termination: Duration of agreement, renewal terms, and grounds for termination
6. Distributor's Rights and Obligations: Core responsibilities including marketing, minimum purchase requirements, customer service, and reporting
7. Supplier's Rights and Obligations: Supply commitments, support, training, and product information obligations
8. Ordering and Delivery: Process for placing orders, delivery terms, and acceptance procedures
9. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms
10. Intellectual Property: Usage rights for trademarks, branding guidelines, and IP protection obligations
11. Confidentiality: Protection of confidential information and trade secrets
12. Representation and Warranties: Standard warranties regarding products and mutual business representations
13. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution procedures
14. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Performance Targets: Specific sales targets and performance metrics, used when supplier wants to maintain specific market performance standards
2. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements, used for products requiring significant marketing investment
3. Training Requirements: Specific training obligations for distributor's staff, important for technical or specialized products
4. After-Sales Service: Detailed service requirements, necessary for products requiring significant after-sales support
5. Insurance: Specific insurance requirements, important for high-value or high-risk products
6. Data Protection: Specific data handling requirements, necessary when personal data processing is involved
7. Anti-Corruption: Detailed anti-corruption provisions, important for international distributions or government sales
8. Force Majeure: Detailed force majeure provisions, important in volatile markets or for critical supply chains
9. Non-Compete: Restrictions on competing activities, used when protecting market position is crucial
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Minimum Purchase Quantities: Annual or quarterly minimum purchase requirements
4. Schedule 4 - Price List: Current pricing structure and discount schemes
5. Schedule 5 - Technical Specifications: Detailed product specifications and technical requirements
6. Schedule 6 - Service Level Requirements: Specific service levels and performance metrics
7. Schedule 7 - Trademark Usage Guidelines: Detailed guidelines for use of supplier's trademarks and branding
8. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns
9. Appendix B - Reporting Templates: Standard forms for regular reporting requirements
Authors
Affiliate
Applicable Laws
Business Day
Commencement Date
Confidential Information
Competing Products
Customer
Delivery Point
Distribution Rights
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
License
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Purchase Price
Quarter
Renewal Term
Representatives
Seller's Marks
Services
Sub-distributor
Term
Territory
Trade Control Laws
Trademarks
Working Hours
Year
Indonesian Rupiah
Marketing Materials
Quality Standards
Regulatory Approvals
Sales Report
Technical Documentation
Warranty Period
Non-Exclusivity
Territory
Term
Termination
Distribution Rights
Minimum Purchase Requirements
Pricing
Payment Terms
Delivery
Product Specifications
Quality Control
Marketing
Intellectual Property
Confidentiality
Non-Competition
Representation and Warranties
Indemnification
Force Majeure
Insurance
Compliance
Anti-Corruption
Record Keeping
Audit Rights
Assignment
Sub-contracting
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Performance Standards
Training
Technical Support
Product Returns
Recall
Import/Export
Data Protection
Local Content
Regulatory Compliance
Foreign Exchange
Consumer Goods
Electronics
Automotive
Pharmaceuticals
Food and Beverage
Industrial Equipment
Technology
Fashion and Apparel
Construction Materials
Medical Devices
Agricultural Products
Telecommunications
Chemicals
Legal
Commercial
Sales
Supply Chain
Operations
Business Development
Compliance
Procurement
Distribution
Trade Compliance
Commercial Director
Sales Manager
Distribution Manager
Legal Counsel
Business Development Manager
Supply Chain Manager
Country Manager
Procurement Manager
Contract Manager
Compliance Officer
Operations Director
Regional Sales Director
Channel Manager
Trade Compliance Manager
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