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1. Parties: Identifies and provides full details of the contracting parties - the supplier and the reseller
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Appointment and Territory: Establishes the reseller's appointment and defines the geographical territory for resale
5. Supply of Products: Details the terms and conditions for ordering, delivery, and acceptance of products
6. Prices and Payment: Specifies pricing structure, payment terms, and invoicing procedures
7. Obligations of the Reseller: Lists the reseller's duties, including sales targets, marketing requirements, and reporting obligations
8. Obligations of the Supplier: Details the supplier's commitments regarding product supply, support, and training
9. Intellectual Property Rights: Addresses trademark usage, brand protection, and IP ownership
10. Confidentiality: Defines confidential information and establishes protection obligations
11. Term and Termination: Specifies agreement duration, renewal terms, and termination conditions
12. Post-Termination: Outlines obligations and rights after agreement termination
13. General Provisions: Contains standard legal clauses including notices, assignment, and governing law
1. Product Training: Used when specific product training requirements exist for the reseller's staff
2. Marketing and Promotion: Included when there are specific marketing obligations or cooperative advertising arrangements
3. Minimum Purchase Requirements: Added when the agreement includes minimum order quantities or sales targets
4. After-Sales Service: Required when the reseller must provide specific after-sales support or warranty services
5. Non-Competition: Included when restricting the reseller from selling competing products
6. Insurance Requirements: Added when specific insurance coverage is required for the reseller
7. Data Protection: Included when personal data processing is involved in the business relationship
8. Force Majeure: Added when specific force majeure provisions are needed beyond standard clauses
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of the geographical territory and any excluded areas
3. Schedule 3 - Minimum Purchase Quantities: Specific targets and minimum order requirements if applicable
4. Schedule 4 - Commission Structure: Detailed breakdown of commission rates and calculation methods
5. Schedule 5 - Technical Requirements: Technical specifications and standards for product handling and storage
6. Appendix A - Trademark Usage Guidelines: Guidelines for proper use of supplier's trademarks and branding
7. Appendix B - Reporting Templates: Standard forms for sales reports and other required reporting
8. Appendix C - Service Level Agreement: Detailed service standards and performance metrics
Applicable Laws
Authorized Personnel
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirement
Net Sales
Order
Products
Purchase Price
Quarter
Renewal Term
Resale Price
Sales Report
Supplier Marks
Technical Documentation
Territory
Term
Trade Marks
Working Hours
Year
Affiliate
Marketing Materials
Payment Terms
Quality Standards
Regulatory Approvals
Sales Targets
Service Levels
Specifications
Stock Requirements
Termination Date
VAT
Warranty Period
Territory Rights
Term and Duration
Supply Obligations
Ordering Process
Delivery Terms
Pricing and Payment
Performance Requirements
Marketing and Promotion
Product Standards
Quality Control
Training Requirements
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Limitation of Liability
Force Majeure
Termination Rights
Post-Termination Obligations
Assignment
Regulatory Compliance
Record Keeping
Audit Rights
Insurance
Data Protection
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendment
Waiver
Third Party Rights
Counterparts
Language
Anti-Corruption
Export Control
Product Returns
Stock Requirements
Customer Service
Reporting Obligations
Retail
Manufacturing
Consumer Goods
Electronics
Automotive
Pharmaceuticals
Fast-Moving Consumer Goods (FMCG)
Industrial Equipment
Technology
Telecommunications
Fashion and Apparel
Agricultural Products
Construction Materials
Legal
Commercial
Sales
Business Development
Procurement
Operations
Compliance
Supply Chain
Distribution
Corporate Affairs
Finance
Risk Management
Commercial Director
Sales Manager
Business Development Manager
Legal Counsel
Procurement Manager
Operations Director
Distribution Manager
Compliance Officer
Contract Manager
Chief Commercial Officer
Regional Sales Director
Supply Chain Manager
General Counsel
Chief Executive Officer
Retail Operations Manager
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