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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement for my Dutch software company to appoint distributors across the Benelux region, with specific provisions for SaaS products and data protection compliance, planned to take effect from March 2025."
1. Parties: Identification and details of the supplier/manufacturer and distributor
2. Background: Context of the agreement and brief description of the parties' businesses
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Non-exclusive appointment of distributor and definition of territorial scope
5. Products: Description of products covered by the agreement and conditions for adding/removing products
6. Orders and Delivery: Process for ordering products, delivery terms, and logistics arrangements
7. Prices and Payment: Pricing structure, payment terms, and conditions for price modifications
8. Minimum Purchase Requirements: Any minimum purchase obligations and consequences of non-compliance
9. Marketing and Promotion: Obligations regarding marketing, advertising, and promotion of products
10. Intellectual Property Rights: Usage rights for trademarks, branding, and other IP
11. Confidentiality: Protection of confidential information exchanged between parties
12. Term and Termination: Duration of agreement and grounds for termination
13. Post-Termination: Rights and obligations after termination
14. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Product Support and Training: Include when distributor requires specific product training or technical support
2. Quality Control: Include for products requiring specific storage, handling, or quality standards
3. Warranty and Returns: Include when specific warranty terms or return procedures are needed
4. Compliance with Laws: Include when products are subject to specific regulatory requirements
5. Non-Competition: Include when restricting distributor from selling competing products
6. Data Protection: Include when personal data processing is involved
7. Insurance: Include when specific insurance coverage is required
8. Force Majeure: Include when specific force majeure provisions are needed beyond standard clause
1. Schedule 1 - Products: Detailed list of products, specifications, and prices
2. Schedule 2 - Territory: Detailed description of territorial boundaries and any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Detailed targets and measurement periods
4. Schedule 4 - Technical Requirements: Product storage, handling, and maintenance requirements
5. Schedule 5 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding
6. Schedule 6 - Service Level Requirements: Performance metrics and service standards
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Returns Procedure: Process for handling product returns and claims
Authors
Affiliate
Business Day
Commencement Date
Confidential Information
Customers
Delivery Point
Effective Date
Force Majeure Event
Intellectual Property Rights
Initial Term
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Purchase Price
Quarter
Renewal Term
Representatives
Supplier Marks
Territory
Term
Technical Documentation
Working Hours
Year
Marketing Materials
Quality Standards
Regulatory Approvals
Sales Forecast
Stock Requirements
Warranty Period
Territory
Non-Exclusivity
Product Supply
Ordering
Delivery
Pricing
Payment
Minimum Purchase Requirements
Marketing
Intellectual Property
Confidentiality
Performance Obligations
Quality Control
Warranties
Liability
Indemnification
Insurance
Term
Termination
Force Majeure
Non-Competition
Assignment
Compliance with Laws
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendments
Third Party Rights
Data Protection
Export Control
Anti-Corruption
Consumer Goods
Electronics
Automotive
Industrial Equipment
Fashion and Apparel
Food and Beverage
Pharmaceuticals
Software and Technology
Medical Devices
Construction Materials
Chemical Products
Machinery and Tools
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Distribution
International Trade
Procurement
Compliance
Commercial Director
Sales Manager
Business Development Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Distribution Manager
Chief Commercial Officer
Export Manager
Regional Sales Director
Procurement Manager
General Counsel
Operations Director
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