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1. Parties: Identification of the supplier and distributor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and general purpose of the arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of distributor appointment and defined territorial scope
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Supply Obligations: Supplier's obligations regarding product supply, quality, and delivery
7. Distribution Obligations: Distributor's obligations regarding marketing, sales, and market development
8. Ordering and Delivery: Process for placing orders, delivery terms, and timeframes
9. Prices and Payment: Pricing structure, payment terms, and currency specifications
10. Intellectual Property: Rights and restrictions regarding use of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Indemnities: Product warranties and mutual indemnification provisions
13. Termination: Grounds for termination, notice requirements, and consequences
14. Post-Termination: Obligations and rights of parties after agreement termination
15. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment
1. Exclusivity: Used when granting exclusive distribution rights in the territory
2. Minimum Purchase Requirements: Include when setting specific sales targets or minimum order quantities
3. Marketing and Promotion: Detailed marketing obligations when specific promotional activities are required
4. Training and Support: Include when supplier provides specific training or technical support
5. Competition Restrictions: Non-compete provisions where relevant and enforceable
6. Insurance: Specific insurance requirements beyond standard coverage
7. Compliance with Anti-Corruption Laws: Detailed compliance obligations for high-risk territories or sectors
8. Data Protection: Include when personal data processing is involved
9. Local Content Requirements: Include when specific UAE local content requirements apply
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Prices: Price list and pricing calculation methodology
4. Schedule 4 - Minimum Purchase Quantities: Detailed targets and measurement periods if applicable
5. Schedule 5 - Technical Specifications: Product specifications and quality standards
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
7. Schedule 7 - Service Level Agreement: Detailed service levels and performance metrics
8. Appendix A - Order Form Template: Standard form for placing orders
9. Appendix B - Reporting Templates: Templates for required periodic reports
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