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1. Parties: Identification and details of the contracting parties, including registered addresses and company registration numbers
2. Background: Context of the agreement, relationship between parties, and purpose of entering into the trading arrangement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Scope of Agreement: Overview of trading relationship, products/services covered, and territorial scope
5. Term and Renewal: Duration of the agreement, renewal terms, and notice periods
6. Trading Process: Core trading procedures, ordering process, and operational mechanisms
7. Pricing and Payment Terms: Price determination methodology, payment terms, invoicing procedures, and currency provisions
8. Delivery and Acceptance: Terms regarding delivery, inspection, acceptance procedures, and rejection rights
9. Quality and Compliance: Quality standards, compliance requirements, and applicable regulations
10. Representations and Warranties: Standard and specific warranties regarding products/services, authority to contract, and compliance
11. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Events excusing performance and related procedures
14. Termination: Termination rights, grounds, and consequences
15. Dispute Resolution: Dispute resolution mechanisms, governing law, and jurisdiction
16. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability
1. Intellectual Property Rights: Include when trading involves licensed products, technology transfer, or brand usage
2. Minimum Purchase Commitments: Include when parties agree to specific volume commitments
3. Exclusivity Provisions: Include when parties agree to exclusive trading arrangements
4. Insurance Requirements: Include when specific insurance coverage is required for trading activities
5. Compliance with Trade Controls: Include for international trade or regulated products
6. Environmental and Social Responsibility: Include when parties have specific ESG requirements
7. Data Protection: Include when trading involves personal data processing
8. Change Control Procedure: Include for complex trading relationships requiring formal change management
9. Service Levels: Include when agreement involves service delivery with specific performance metrics
10. Business Continuity: Include when continuous supply is critical to operations
1. Product/Service Specifications: Detailed specifications of products or services covered under the agreement
2. Pricing Schedule: Detailed pricing structures, discount mechanisms, and price adjustment formulae
3. Service Level Agreement: Detailed performance metrics, measurement methods, and remedies
4. Operating Procedures: Detailed operational procedures, including ordering, delivery, and returns
5. Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
6. Key Contacts and Escalation Matrix: Contact details of key personnel and escalation procedures
7. Compliance Requirements: Detailed regulatory and compliance requirements
8. Form of Purchase Order: Standard template for purchase orders under the agreement
9. Territory and Exclusions: Detailed geographical coverage and any territorial restrictions
10. Insurance Requirements: Specific insurance types and coverage levels required
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