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Non Exclusive Sales Agreement
"I need a Non-Exclusive Sales Agreement under Philippine law for appointing multiple distributors to sell our automotive spare parts across Southeast Asia, with specific provisions for minimum quarterly purchase commitments and after-sales support requirements."
1. Parties: Identification of the principal/supplier and the sales agent/distributor
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Scope: Terms of non-exclusive appointment and territory/product scope
5. Term and Termination: Duration of agreement and termination provisions
6. Orders and Delivery: Process for placing and fulfilling orders
7. Prices and Payment: Pricing structure, payment terms, and currency
8. Obligations of Principal: Principal's responsibilities including product supply and support
9. Obligations of Sales Agent: Sales agent's duties, targets, and performance standards
10. Intellectual Property: Usage rights for trademarks, logos, and other IP
11. Confidentiality: Protection of confidential information
12. Warranties and Indemnities: Product warranties and mutual indemnification provisions
13. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Marketing and Promotion: Include when specific marketing obligations are required
2. Training and Support: Include when technical products require specific training
3. Minimum Purchase Requirements: Include when setting specific sales targets or quotas
4. Competition Restrictions: Include when limiting engagement with competing products
5. After-Sales Service: Include when product requires maintenance or support
6. Insurance: Include when specific insurance coverage is required
7. Data Protection: Include when personal data processing is involved
8. Force Majeure: Include when specific force majeure provisions are needed beyond general provisions
1. Schedule 1 - Products: List and specifications of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of geographical territory or market segment
3. Schedule 3 - Pricing Schedule: Detailed pricing structure, discounts, and commission rates
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Technical Requirements: Technical specifications and standards for product handling
6. Appendix A - Standard Operating Procedures: Detailed procedures for order processing and fulfillment
7. Appendix B - Marketing Guidelines: Guidelines for use of trademarks and marketing materials
Authors
Products
Territory
Confidential Information
Commencement Date
Term
Commission
Intellectual Property Rights
Net Sales Price
Order
Principal
Sales Agent
Delivery
Force Majeure Event
Business Day
Purchase Order
Quarter
Sales Target
Trademarks
Affiliate
Applicable Law
Customer
Documentation
Effective Date
Gross Sales
Marketing Materials
Payment Terms
Performance Standards
Related Party
Sales Report
Specifications
Trade Secrets
Working Hours
Competing Products
Minimum Purchase Requirement
Technical Requirements
VAT
Material Breach
Non-Exclusivity
Term
Territory
Product Supply
Pricing
Payment
Commission
Performance Requirements
Ordering Process
Delivery
Marketing
Training
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Limitation of Liability
Force Majeure
Termination
Post-Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Compliance with Laws
Insurance
Audit Rights
Data Protection
Anti-Corruption
Relationship of Parties
Third Party Rights
Retail
Manufacturing
Consumer Goods
Technology
Pharmaceuticals
Automotive
Electronics
Food and Beverage
Industrial Equipment
Telecommunications
Fashion and Apparel
Construction Materials
Agricultural Products
Medical Devices
Legal
Sales
Commercial
Business Development
Operations
Procurement
Compliance
Distribution
Channel Management
Corporate Secretariat
Sales Director
Commercial Manager
Business Development Manager
Legal Counsel
Contracts Manager
Chief Commercial Officer
Sales Operations Manager
Distribution Manager
Channel Manager
Procurement Manager
Corporate Secretary
Compliance Officer
General Manager
Country Manager
Chief Executive Officer
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