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1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and registration details
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint distributor
3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights
4. Appointment and Territory: Terms of distributor appointment and defined geographical territory
5. Distribution Rights and Obligations: Scope of distribution rights and core obligations of the distributor
6. Supplier Obligations: Core obligations of the supplier including product supply and support
7. Orders and Delivery: Process for ordering, delivery terms, and logistics arrangements
8. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
9. Intellectual Property: Usage rights for trademarks, branding, and other IP
10. Marketing and Promotion: Requirements and restrictions for marketing the products
11. Compliance and Reporting: Regulatory compliance requirements and reporting obligations
12. Term and Termination: Duration of agreement and termination provisions
13. Confidentiality: Protection of confidential information
14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Exclusivity: Used when granting exclusive distribution rights in the territory
2. Minimum Purchase Requirements: Include when setting minimum order quantities or sales targets
3. Product Training: Required when products need specific technical knowledge or certification
4. After-Sales Service: Include when distributor must provide warranty or repair services
5. Non-Compete: Used when restricting distributor from handling competing products
6. Data Protection: Include when personal data processing is involved in the distribution process
7. Insurance: Required when specific insurance coverage is mandatory
8. Bank Guarantee: Include when financial security is required from distributor
9. Import/Export Compliance: Required for international distribution arrangements
1. Schedule 1 - Products: Detailed list of products covered by the agreement with specifications
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Prices: Price list, discount structure, and price revision mechanisms
4. Schedule 4 - Minimum Purchase Quantities: Details of any minimum purchase requirements or targets
5. Schedule 5 - Technical Specifications: Detailed technical requirements for product handling and storage
6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding
7. Schedule 7 - Service Level Requirements: Performance metrics and service level expectations
8. Schedule 8 - Reporting Templates: Standard forms for required periodic reports
Applicable Laws
Business Day
Commencement Date
Confidential Information
Delivery Point
Distributor
Distribution Rights
Effective Date
Intellectual Property Rights
Initial Term
Loss
Manufacturer
Minimum Purchase Requirement
Notice
Products
Purchase Order
Purchase Price
Quality Standards
Quarter
Renewal Term
Reports
Ringgit Malaysia
Sales Forecast
Seller
Specifications
Subsidiary
Supplier
Term
Territory
Trademark
Trade Secrets
Working Hours
Territory
Exclusivity
Product Supply
Ordering
Delivery
Price and Payment
Marketing
Performance Requirements
Quality Control
Intellectual Property
Confidentiality
Non-Competition
Compliance
Warranties
Indemnification
Insurance
Force Majeure
Term
Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Relationship of Parties
Consumer Goods
Electronics
Automotive
Food and Beverage
Pharmaceuticals
Industrial Equipment
Medical Devices
Telecommunications
Construction Materials
Chemical Products
Retail
Software and Technology
Fashion and Apparel
Agricultural Products
Legal
Commercial
Sales
Business Development
Procurement
Operations
Supply Chain
Compliance
Marketing
Finance
Distribution
Channel Management
Commercial Director
Sales Manager
Business Development Manager
Legal Counsel
Procurement Manager
Operations Director
Supply Chain Manager
Chief Commercial Officer
Regional Sales Director
Compliance Officer
Contract Manager
Distribution Manager
Channel Manager
Chief Legal Officer
Marketing Director
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