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Distribution And Licensing Agreement
"Need a Distribution and Licensing Agreement for our new software product to be distributed in Singapore and Malaysia, with exclusive territory rights and protection of our source code, to be effective from March 2025."
1. Parties: Identification of distributor and licensor, including full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the business relationship and purpose
3. Definitions: Key terms used tHRoughout the agreement including Products, Territory, Intellectual Property Rights
4. Grant of Rights: Specific distribution and licensing rights being granted, including territory and exclusivity terms
5. Term and Termination: Duration of agreement and circumstances under which it can be terminated
6. Financial Terms: Pricing, payment terms, royalties, and financial obligations
7. Obligations of Parties: Specific duties and responsibilities of both distributor and licensor
8. Intellectual Property: Protection and usage of IP rights, trademarks, and other proprietary information
9. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Quality Control: Standards and procedures for maintaining product quality when dealing with manufactured goods or branded products
2. Marketing and Promotion: Requirements for marketing activities and brand promotion when specific marketing obligations are required
3. Training: Training requirements and support for technical products or services
4. Insurance: Insurance requirements and liability coverage when significant risk exposure exists
5. Data Protection: Handling of personal and confidential data when personal data processing is involved
1. Products Schedule: Detailed list of products covered by the agreement
2. Territory Schedule: Detailed description of authorized distribution territory
3. Price List: Current pricing structure and terms
4. Service Level Agreement: Performance metrics and service standards
5. Technical Specifications: Product specifications and technical requirements
6. Brand Guidelines: Guidelines for use of trademarks and branding
Authors
Confidential Information
Commencement Date
Distributor
Effective Date
Force Majeure Event
Intellectual Property Rights
Licensed Materials
Licensor
Minimum Purchase Requirements
Net Sales
Products
Purchase Price
Quality Standards
Royalty
Term
Territory
Trademarks
Working Day
Payment Terms
Marketing Materials
Distribution Channels
Technical Specifications
Warranty Period
Service Level Requirements
Grant of Rights
Territory Restrictions
Term and Duration
Termination
Quality Control
Intellectual Property Rights
Trademark Usage
Product Supply
Pricing and Payment
Minimum Purchase Requirements
Marketing and Promotion
Warranties and Representations
Distribution Obligations
Non-Competition
Force Majeure
Indemnification
Insurance
Audit Rights
Regulatory Compliance
Anti-Corruption
Data Protection
Notice Requirements
Assignment and Sub-Contracting
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment and Variation
Relationship of Parties
Training and Support
Product Returns
Record Keeping
Export Control
Performance Metrics
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