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Master Distributor Agreement
"I need a Master Distributor Agreement for my New Zealand-based tech company to appoint an exclusive distributor for our software products in Australia, with specific requirements for quarterly minimum purchase commitments and regular performance reviews."
1. Parties: Identification of the parties entering into the agreement
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Territory: Terms of appointment, exclusivity status, and defined territory for distribution
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor Obligations: Core responsibilities and obligations of the distributor
7. Supplier Obligations: Core responsibilities and obligations of the supplier
8. Ordering and Supply: Process for ordering products, lead times, and delivery terms
9. Prices and Payment: Pricing structure, payment terms, and related financial conditions
10. Intellectual Property: Rights and restrictions regarding use of trademarks, patents, and other IP
11. Confidentiality: Protection and handling of confidential information
12. Warranties and Indemnities: Product warranties and mutual indemnification provisions
13. Termination: Grounds for termination and termination process
14. Post-Termination: Rights and obligations after agreement termination
15. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Minimum Purchase Requirements: Details of any minimum purchase obligations - include when supplier requires volume commitments
2. Marketing and Promotion: Specific marketing obligations and cost sharing - include when parties share marketing responsibilities
3. Training Requirements: Product training and certification requirements - include for technical or complex products
4. Performance Targets: Specific performance metrics and consequences - include when performance-based relationship
5. Sub-distributors: Rights and conditions for appointing sub-distributors - include when sub-distribution is permitted
6. Insurance Requirements: Specific insurance coverage requirements - include for high-value or high-risk products
7. Data Protection: Detailed data protection obligations - include when significant personal data is processed
8. Competition Compliance: Specific competition law compliance measures - include for markets with strict competition regulations
1. Schedule 1 - Products: List of products covered by the agreement with specifications
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Prices: Price list and discount structure
4. Schedule 4 - Minimum Purchase Quantities: Details of minimum purchase requirements if applicable
5. Schedule 5 - Performance Targets: Specific performance metrics and measurement criteria
6. Schedule 6 - Technical Requirements: Technical specifications and compliance requirements
7. Schedule 7 - Service Level Agreement: Detailed service levels and response times
8. Schedule 8 - Approved Sub-distributors: List of approved sub-distributors if applicable
9. Appendix A - Order Form Template: Standard form for placing orders
10. Appendix B - Reporting Templates: Required reporting formats and templates
Authors
Approved Sub-distributors
Business Day
Commencement Date
Confidential Information
Consumer Guarantees Act
Customer
Delivery Point
Distributor
Distributor Mark
Effective Date
End User
Fair Trading Act
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Inventory Requirements
Key Performance Indicators
Manufacturer
Minimum Purchase Requirements
Net Sales
Order
Performance Targets
Personnel
Price List
Products
Purchase Order
Quarter
Related Company
Renewal Term
Representatives
Resale Price
Specifications
Supplier
Supplier Marks
Supply Terms
Term
Territory
Trade Marks
Training Materials
Warranty Period
Website
Working Hours
Year
Territory Rights
Exclusivity
Term and Renewal
Distribution Rights
Sub-distribution
Product Supply
Ordering Process
Delivery
Price and Payment
Minimum Purchase Requirements
Performance Obligations
Marketing and Promotion
Training
Quality Control
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Warranties
Indemnification
Insurance
Force Majeure
Compliance with Laws
Record Keeping
Audit Rights
Termination
Post-Termination
Dispute Resolution
Governing Law
Assignment
Amendments
Notices
Entire Agreement
Severability
Waiver
Relationship of Parties
Third Party Rights
Counterparts
Manufacturing
Consumer Goods
Technology
Pharmaceuticals
Automotive
Industrial Equipment
Electronics
Food and Beverage
Medical Devices
Software
Retail
Telecommunications
Chemical Products
Construction Materials
Legal
Commercial
Sales
Operations
Supply Chain
Procurement
Business Development
Finance
Compliance
Distribution
International Trade
Logistics
Commercial Director
Sales Director
Chief Executive Officer
Business Development Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Operations Director
Distribution Manager
Procurement Manager
General Manager
Country Manager
Commercial Manager
Sales Operations Manager
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