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Non Exclusive Reseller Agreement
"I need a Non-Exclusive Reseller Agreement for my software company based in Manila, allowing multiple resellers to distribute our cloud-based accounting software throughout Southeast Asia, with specific provisions for online distribution and data privacy compliance."
1. Parties: Identification of the supplier/manufacturer and the reseller, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the reseller arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of non-exclusive appointment and defined territory for resale activities
5. Rights and Obligations of Reseller: Detailed responsibilities, sales targets, marketing requirements, and service standards
6. Rights and Obligations of Supplier: Supplier's commitments regarding product supply, support, and training
7. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements
8. Prices and Payment Terms: Pricing structure, payment conditions, and any volume-based discounts
9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP, including restrictions
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal terms, and termination conditions
12. Post-Termination Obligations: Responsibilities and restrictions after agreement ends
13. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Minimum Purchase Requirements: Include when supplier wants to establish specific sales targets or minimum order quantities
2. Marketing and Promotion: Include when specific marketing requirements or cooperative advertising programs are needed
3. Training and Support: Include when technical products require specific training or ongoing support
4. Product Warranty: Include when specific warranty terms need to be passed through to end customers
5. E-commerce Provisions: Include when online sales are permitted or restricted
6. Data Protection: Include when parties will exchange or process personal data
7. Non-Competition: Include when restrictions on competing products are desired
8. Insurance Requirements: Include when specific insurance coverage is required
9. Audit Rights: Include when supplier needs right to audit reseller's compliance
1. Schedule A - Products: List of approved products for resale, including specifications and prices
2. Schedule B - Territory: Detailed description of authorized sales territory, including any excluded areas
3. Schedule C - Minimum Purchase Quantities: Specific targets and minimum order requirements if applicable
4. Schedule D - Price List: Detailed pricing structure, including discounts and special terms
5. Schedule E - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding
6. Schedule F - Service Level Requirements: Detailed service standards and performance metrics
7. Appendix 1 - Reporting Templates: Standard forms for sales reports and other required reporting
8. Appendix 2 - Technical Requirements: Technical specifications and compliance requirements
Authors
Affiliate
Approved Products
Business Day
Confidential Information
Commencement Date
Customers
Effective Date
Force Majeure Event
Intellectual Property Rights
Initial Term
Manufacturer's Suggested Retail Price (MSRP)
Minimum Purchase Requirements
Net Sales
Products
Purchase Order
Quarter
Renewal Term
Resale Price
Reseller
Sales Report
Supplier
Supplier's Marks
Territory
Term
Technical Documentation
Trade Secrets
Warranty Period
Working Hours
Territory Rights
Non-Exclusivity
Term and Duration
Ordering Process
Delivery Terms
Pricing and Payment
Price Modification
Marketing and Promotion
Intellectual Property
Confidentiality
Data Protection
Performance Obligations
Minimum Purchase Requirements
Quality Control
Warranty
Product Returns
Training and Support
Reporting Requirements
Audit Rights
Compliance with Laws
Competition Restrictions
Force Majeure
Termination
Post-Termination Obligations
Assignment
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Amendment
Entire Agreement
Severability
Waiver
Counterparts
Technology and Electronics
Consumer Goods
Industrial Equipment
Automotive Parts
Healthcare Products
Software and Digital Products
Telecommunications
Construction Materials
Food and Beverage
Pharmaceutical Products
Agricultural Products
Fashion and Apparel
Legal
Sales
Commercial
Business Development
Operations
Supply Chain
Compliance
Distribution
Channel Management
Product Management
Marketing
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Channel Manager
Distribution Manager
Legal Counsel
Contracts Manager
Operations Manager
Supply Chain Manager
Compliance Officer
Regional Sales Manager
Product Manager
Marketing Director
Chief Commercial Officer
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