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Non Exclusive Reseller Agreement
"I need a Non-Exclusive Reseller Agreement for my Indonesian software company to appoint resellers across Southeast Asia for our cloud-based security solutions, with the agreement starting January 2025 and including provisions for technical support requirements and data protection compliance."
1. Parties: Identification of the supplier and reseller with their complete legal details and registered addresses
2. Background: Context of the agreement, including brief description of the supplier's business, products, and purpose of the reseller arrangement
3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Scope: Non-exclusive appointment of the reseller, definition of territory, and scope of rights granted
5. Term: Duration of the agreement, including commencement date and renewal provisions
6. Ordering and Delivery: Process for placing orders, minimum lead times, delivery terms, and acceptance procedures
7. Prices and Payment: Pricing structure, payment terms, currency, and invoicing procedures
8. Obligations of Supplier: Supplier's responsibilities including product supply, support, training, and warranty provisions
9. Obligations of Reseller: Reseller's duties including sales efforts, customer service, reporting, and compliance with laws
10. Intellectual Property: Protection of IP rights, permitted use of trademarks, and licensing terms
11. Confidentiality: Protection of confidential information and trade secrets
12. Representations and Warranties: Standard warranties and representations from both parties
13. Limitation of Liability: Limitations on liability and indemnification provisions
14. Termination: Termination rights, notice periods, and consequences of termination
15. Post-Termination: Obligations and rights after termination, including handling of remaining inventory
16. General: Standard boilerplate clauses including notices, assignment, force majeure, and governing law
1. Minimum Purchase Requirements: Used when supplier wants to establish minimum purchase volumes or revenue targets
2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising programs are required
3. Performance Targets: When specific sales targets or performance metrics need to be met
4. Training Requirements: Include when formal training programs or certifications are required
5. Customer Support Standards: When specific customer service levels or support standards must be maintained
6. Inventory Requirements: Used when minimum stock levels must be maintained
7. Compliance with Anti-Corruption Laws: Include for international arrangements or when dealing with government customers
8. Insurance: When specific insurance coverage is required
9. Non-Competition: Include when reasonable non-compete provisions are desired
10. Data Protection: When personal data processing is involved in the business relationship
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and model numbers
2. Schedule 2 - Territory: Detailed description of authorized sales territory, including any excluded areas or customers
3. Schedule 3 - Prices and Discount Structure: Complete pricing information, including reseller discounts and any volume-based incentives
4. Schedule 4 - Minimum Purchase Requirements: If applicable, detailed minimum purchase quantities or values
5. Schedule 5 - Technical and Support Requirements: Detailed technical support and service level requirements
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Reporting Templates: Standard forms for required periodic reports
9. Appendix C - Service Level Agreement: Detailed service level commitments and metrics
Authors
Affiliate
Applicable Laws
Business Day
Confidential Information
Commencement Date
Customers
Delivery Point
End User
Force Majeure Event
Intellectual Property Rights
Initial Term
Minimum Purchase Requirements
Net Sales
Order
Products
Purchase Price
Quarter
Renewal Term
Resale Price
Reseller Discount
Services
Specifications
Supplier Marks
Term
Territory
Trade Marks
Working Hours
Year
Indonesian Rupiah
Marketing Materials
Personnel
Quality Standards
Reporting Period
Sales Targets
Technical Documentation
Warranty Period
Territory Rights
Non-Exclusivity
Term and Renewal
Ordering Process
Delivery Terms
Pricing and Payment
Reseller Obligations
Supplier Obligations
Performance Requirements
Product Returns
Intellectual Property
Branding Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Termination Rights
Post-Termination Obligations
Non-Competition
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Compliance with Laws
Anti-Corruption
Marketing and Promotion
Training Requirements
Reporting Obligations
Quality Control
Product Support
Insurance
Audit Rights
Amendment
Waiver
Third Party Rights
Relationship of Parties
Technology and Electronics
Consumer Goods
Industrial Equipment
Automotive Parts
Software and Digital Products
Medical Devices
Telecommunications
Fashion and Apparel
Construction Materials
Food and Beverage
Legal
Sales
Commercial
Business Development
Operations
Compliance
Finance
Supply Chain
Channel Management
Product Management
Commercial Director
Sales Manager
Business Development Manager
Legal Counsel
Contract Manager
Channel Manager
Distribution Manager
Regional Sales Director
Chief Commercial Officer
Procurement Manager
Operations Manager
Compliance Officer
Partnership Manager
Territory Manager
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