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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement for our medical devices company to appoint a distributor in Saudi Arabia's Eastern Province, with specific provisions for cold chain storage requirements and compliance with Saudi FDA regulations, targeting implementation by March 2025."
1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of each party's business, and purpose of entering into the distribution arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, and Technical Standards
4. Appointment and Scope: Terms of non-exclusive appointment, territory definition, and scope of distribution rights
5. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination
6. Distributor Obligations: Core responsibilities including sales targets, marketing efforts, reporting requirements, and compliance with local laws
7. Supplier Obligations: Responsibilities regarding product supply, support, training, and technical assistance
8. Ordering and Delivery: Procedures for placing orders, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, currency, and invoicing procedures
10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP, including restrictions and protections
11. Confidentiality: Protection of confidential information and trade secrets
12. Compliance with Laws: Obligations to comply with Saudi laws, including Sharia principles and specific industry regulations
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and applicable law
14. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment
1. Product Training: Detailed provisions for technical training when products require specific expertise
2. After-Sales Service: Requirements for maintenance and support when dealing with technical or complex products
3. Marketing and Promotion: Specific marketing obligations and cost-sharing arrangements when joint marketing is planned
4. Non-Competition: Restrictions on competing products, if applicable and compliant with local competition law
5. Insurance: Specific insurance requirements beyond standard coverage
6. Bank Guarantee: Requirements for bank guarantees when dealing with high-value products or significant credit terms
7. E-commerce Provisions: Specific provisions for online sales when digital distribution is part of the agreement
8. Data Protection: Specific data handling requirements when dealing with personal or sensitive data
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values
4. Schedule 4 - Price List: Detailed pricing structure, including discounts and special terms
5. Schedule 5 - Technical Standards: Product quality standards, storage requirements, and handling specifications
6. Schedule 6 - Reporting Templates: Standard forms for regular reporting requirements
7. Schedule 7 - Trademark Usage Guidelines: Specific rules and guidelines for using supplier's trademarks and branding
8. Appendix A - Service Level Agreement: Detailed service standards and performance metrics
9. Appendix B - Compliance Requirements: Specific local regulatory requirements and compliance procedures
Authors
Affiliate
Applicable Laws
Business Day
Commencement Date
Confidential Information
Contract Year
Customer
Delivery Point
Effective Date
Force Majeure Event
Intellectual Property Rights
Initial Term
Minimum Purchase Requirements
Net Sales
Products
Product Specifications
Purchase Order
Quarter
Renewal Term
SAMA
Saudi Arabian Law
Sharia
Supplier Marks
Technical Standards
Term
Territory
Trade Control Laws
Working Hours
VAT
Non-Exclusivity
Territory Rights
Term
Termination
Product Supply
Ordering Process
Delivery
Price and Payment
Minimum Purchase Requirements
Performance Obligations
Marketing and Promotion
Training and Support
Intellectual Property
Confidentiality
Non-Competition
Compliance with Laws
Product Quality
Warranties
Liability
Insurance
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Third Party Rights
Amendment
Anti-Corruption
Data Protection
Import/Export Compliance
Recordkeeping
Audit Rights
Product Returns
Storage Requirements
Reporting Obligations
Bank Guarantee
Local Presence
Regulatory Compliance
Consumer Goods
Electronics and Technology
Automotive
Industrial Equipment
Healthcare and Medical Devices
Food and Beverage
Construction Materials
Pharmaceuticals
Telecommunications
Fashion and Apparel
Home Appliances
Software and Digital Products
Legal
Commercial
Sales
Distribution
Supply Chain
Operations
Business Development
Compliance
International Trade
Contract Management
Commercial Director
Sales Manager
Distribution Manager
Legal Counsel
Business Development Manager
Supply Chain Manager
Operations Director
Country Manager
Procurement Manager
Compliance Officer
Contract Manager
Regional Sales Director
Import/Export Manager
Channel Manager
General Counsel
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