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1. Parties: Identification of Principal/Supplier and Agent/Distributor with full legal names and addresses
2. Background: Context of the agreement, business objectives, and relationship overview
3. Definitions: Key terms used throughout the agreement including Products, Territory, and Intellectual Property
4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, and territorial scope
5. Rights and Obligations of Principal: Principal's duties, support obligations, and commitments
6. Rights and Obligations of Agent/Distributor: Agent/Distributor's duties, performance requirements, and commitments
7. Financial Terms: Commission structure, pricing, payment terms, and financial obligations
8. Intellectual Property Rights: Usage rights, restrictions, and protection of trademarks and other IP
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration, renewal provisions, and termination circumstances
11. Post-Termination Obligations: Responsibilities and restrictions after agreement ends
12. Governing Law and Jurisdiction: Application of Malaysian law and dispute resolution mechanisms
1. Minimum Performance Requirements: Specific sales targets or performance metrics, used when the principal wants to ensure minimum performance levels
2. Marketing and Promotion: Specific marketing obligations and cost sharing, relevant when marketing is a significant aspect of the relationship
3. Training and Support: Details of training programs and ongoing support, important for technical or complex products
4. Insurance Requirements: Specific insurance obligations, necessary for high-value or high-risk products
5. Non-Competition: Restrictions on competing activities, used when protecting market share is crucial
6. Data Protection: Specific data handling requirements, necessary when personal data processing is involved
7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements
8. Anti-Corruption Compliance: Specific anti-corruption provisions, important for international relationships
1. Schedule 1 - Products: Detailed list of products covered under the agreement
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Commission Structure: Detailed commission calculations and payment terms
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using principal's trademarks and branding
7. Schedule 7 - Reporting Templates: Standard forms for regular reporting requirements
8. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements
Affiliate
Agent
Applicable Laws
Business Day
Commencement Date
Commission
Confidential Information
Contract Year
Customer
Distributor
Distribution Rights
Effective Date
Force Majeure Event
Intellectual Property Rights
License
Minimum Performance Requirements
Net Sales
Principal
Products
Purchase Price
Quarter
Resale Price
Sales Report
Services
Specifications
Territory
Term
Trademark
Working Hours
Territory
Exclusivity
Product Supply
Commission
Pricing
Payment Terms
Performance Requirements
Marketing
Training
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Insurance
Force Majeure
Term and Termination
Post-Termination Obligations
Assignment
Compliance
Anti-Corruption
Data Protection
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Waiver
Amendments
Consumer Goods
Electronics and Technology
Automotive
Pharmaceuticals
Food and Beverage
Industrial Equipment
Fashion and Apparel
Construction Materials
Medical Devices
Telecommunications
Legal
Commercial
Sales
Business Development
Compliance
Operations
Supply Chain
Finance
Marketing
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contracts Manager
Distribution Manager
Channel Manager
Country Manager
Chief Commercial Officer
Compliance Officer
Sales Operations Manager
Regional Sales Manager
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