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Exclusive Dealing Contract
"I need an Exclusive Dealing Contract for my Austrian manufacturing company to appoint an exclusive distributor for our industrial machinery in Western Austria, with minimum purchase requirements of 鈧500,000 annually and a 3-year term starting January 2025."
1. Parties: Identification of the supplier and the exclusive dealer, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, business relationship, and intention to enter into an exclusive dealing arrangement
3. Definitions: Key terms used throughout the agreement, including Territory, Products, Intellectual Property Rights, etc.
4. Grant of Exclusive Rights: Core provision establishing the exclusive dealing relationship and its scope
5. Territory: Definition and delimitation of the geographical area where the exclusive rights apply
6. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
7. Obligations of the Supplier: Supplier's commitments, including supply guarantees, pricing, and support
8. Obligations of the Dealer: Dealer's commitments, including minimum purchase requirements, marketing efforts, and reporting
9. Prices and Payment Terms: Pricing structure, payment conditions, and related financial terms
10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP during the agreement
11. Confidentiality: Protection of confidential information exchanged during the business relationship
12. Competition Law Compliance: Provisions ensuring compliance with EU and Austrian competition laws
13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Non-Compete Obligations: Additional restrictions on dealer's activities, used when stronger market protection is needed
2. Performance Targets: Specific sales targets and performance metrics, included when quantitative objectives are crucial
3. Training and Support: Details of supplier's support services, included for complex products or services
4. Insurance Requirements: Specific insurance obligations, included for high-value or high-risk products
5. Bank Guarantee: Financial security requirements, included for high-value contracts or uncertain credit situations
6. Post-Termination Obligations: Specific duties after contract end, included for complex transition arrangements
7. Force Majeure: Provisions for unforeseen circumstances, included when supply chain reliability is crucial
1. Schedule 1 - Products: Detailed list and specifications of products covered by the agreement
2. Schedule 2 - Territory Map: Detailed geographical definition and maps of the exclusive territory
3. Schedule 3 - Pricing Structure: Detailed pricing tables, discounts, and payment terms
4. Schedule 4 - Performance Metrics: Detailed KPIs and measurement methodology
5. Schedule 5 - Technical Requirements: Technical specifications and standards to be maintained
6. Schedule 6 - Approved Marketing Materials: Pre-approved promotional materials and guidelines
7. Appendix A - Compliance Guidelines: Detailed competition law compliance requirements and procedures
Authors
Manufacturing
Automotive
Consumer Goods
Electronics
Pharmaceuticals
Luxury Goods
Industrial Equipment
Food and Beverage
Fashion and Apparel
Medical Devices
Software and Technology
Construction Materials
Legal
Commercial
Sales
Procurement
Supply Chain
Operations
Compliance
Business Development
Distribution
International Trade
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Procurement Manager
Distribution Manager
Supply Chain Manager
Chief Commercial Officer
Regional Sales Manager
Compliance Officer
General Counsel
Managing Director
Operations Director
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