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1. Parties: Identification of the manufacturer/supplier and the distributor with full legal names and addresses
2. Background: Context of the agreement, including brief description of the business relationship and parties' capabilities
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of exclusive appointment and clear definition of the territorial scope
5. Rights and Obligations of Distributor: Comprehensive list of distributor's duties, responsibilities, and rights
6. Rights and Obligations of Manufacturer: Detailed outline of manufacturer's commitments, support, and obligations
7. Product Specifications and Standards: Details of products covered under the agreement and their specifications
8. Pricing and Payment Terms: Product pricing structure, payment terms, and price revision mechanisms
9. Minimum Purchase Requirements: Specified minimum purchase quotas and consequences of non-achievement
10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
11. Confidentiality: Provisions for protecting confidential information of both parties
12. Term and Termination: Duration of agreement and grounds for termination
13. Post-Termination Obligations: Rights and obligations of parties after agreement termination
14. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes
15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Marketing and Promotion: Specific requirements for marketing activities and cost sharing - include if distributor has marketing responsibilities
2. Training and Support: Details of training and technical support provided - include if products require technical expertise
3. Sub-distributors: Rights and conditions for appointing sub-distributors - include if sub-distribution is permitted
4. Insurance Requirements: Specific insurance coverage requirements - include for high-value or high-risk products
5. Import/Export Compliance: Specific provisions for international trade compliance - include for cross-border distribution
6. Data Protection: Provisions for handling customer data - include if personal data processing is involved
7. Non-Compete: Restrictions on competing activities - include based on business necessity and local law compliance
8. Bank Guarantee: Requirements for financial security - include for high-value contracts or new business relationships
1. Schedule 1 - Products: Detailed list of products covered under the agreement with specifications
2. Schedule 2 - Territory: Detailed description of geographical territory with any excluded areas
3. Schedule 3 - Pricing Structure: Detailed pricing information, discounts, and margin structures
4. Schedule 4 - Minimum Purchase Commitments: Quarterly/annual minimum purchase requirements and targets
5. Schedule 5 - Technical Specifications: Detailed technical requirements and quality standards
6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using manufacturer's trademarks and branding
7. Appendix A - Performance Metrics: KPIs and performance evaluation criteria
8. Appendix B - Standard Operating Procedures: Operational procedures for ordering, delivery, and returns
Affiliate
Business Day
Confidential Information
Commencement Date
Competing Products
Customers
Delivery Point
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Licensed Marks
Manufacturer
Minimum Purchase Requirement
Net Sales
Orders
Products
Product Specifications
Purchase Price
Quarter
Renewal Term
Sales Report
Services
Sole Distributor
Sub-distributor
Technical Information
Term
Territory
Trade Marks
Working Hours
Year
GST
Marketing Materials
Quality Standards
Standard Operating Procedures
Performance Metrics
Regulatory Approvals
Warranty Period
Distribution Channel
Exclusive Rights
Payment Terms
Shipping Terms
Stock Requirements
Target Market
Training Materials
Exclusivity
Territory
Term
Supply Obligations
Purchase Obligations
Pricing
Payment
Delivery
Performance Requirements
Marketing
Training
Technical Support
Quality Control
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Insurance
Force Majeure
Termination
Post-Termination
Assignment
Sub-Contracting
Compliance
Audit Rights
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Product Returns
Stock Requirements
Reporting
Record Keeping
Business Review
Consumer Goods
Electronics
Automotive
Pharmaceuticals
Industrial Equipment
Food and Beverage
Fashion and Apparel
Cosmetics
Medical Devices
Construction Materials
Agricultural Products
Chemical Products
Telecommunications Equipment
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Compliance
Finance
Distribution
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Distribution Manager
Operations Director
Procurement Manager
Channel Manager
Regional Sales Manager
General Counsel
Chief Commercial Officer
Compliance Officer
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