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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and relationship between parties
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Appointment and Scope: Terms of exclusive appointment and territorial scope
5. Duration and Term: Period of agreement and renewal terms
6. Exclusivity Terms: Specific terms of exclusive relationship and any exceptions
7. Vendor Obligations: Detailed responsibilities and commitments of the vendor
8. Company Obligations: Detailed responsibilities and commitments of the company
9. Commercial Terms: Pricing, payment terms, and financial arrangements
10. Performance Standards: Quality standards, KPIs, and performance metrics
11. Compliance Requirements: Regulatory compliance and legal requirements
12. Representations and Warranties: Standard warranties and representations from both parties
13. Liability and Indemnification: Liability limitations and indemnification provisions
14. Termination: Termination rights and procedures
15. Consequences of Termination: Post-termination obligations and rights
16. Confidentiality: Protection of confidential information
17. Dispute Resolution: Process for resolving disputes
18. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Import/Export Compliance: Required when dealing with international trade
2. Intellectual Property Rights: Needed when IP transfer or licensing is involved
3. Data Protection: Required when personal data processing is involved
4. Foreign Exchange Provisions: Needed for international parties and foreign currency dealings
5. Insurance Requirements: Optional section for specific insurance requirements
6. Training and Support: Required when vendor must provide specific training
7. Environmental Compliance: Needed for environmentally sensitive industries
8. Anti-Corruption Provisions: Enhanced provisions for high-risk industries or international trade
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement
2. Schedule 2 - Pricing Structure: Detailed pricing information and calculation methodologies
3. Schedule 3 - Territory Definition: Detailed description of geographical coverage
4. Schedule 4 - Performance Metrics: Detailed KPIs and measurement criteria
5. Schedule 5 - Technical Specifications: Product or service technical requirements
6. Schedule 6 - Service Levels: Detailed service level requirements and metrics
7. Appendix A - Contact Details: Key contact information for both parties
8. Appendix B - Required Documentation: List of required certificates, permits, and documentation
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