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Master Distributor Agreement
"I need a Master Distributor Agreement under Austrian law for my medical devices company, granting exclusive distribution rights in Austria and Germany to a single distributor, with strict quality control requirements and compliance with EU medical device regulations."
1. Parties: Identification of the contracting parties - the supplier/manufacturer and the master distributor
2. Background: Context of the agreement, relationship background, and general commercial intent
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of distributor appointment, territorial rights, and exclusivity provisions
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Distributor Obligations: Core obligations including minimum purchase requirements, marketing efforts, and performance standards
7. Supplier Obligations: Supply commitments, support, training, and other manufacturer obligations
8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, and currency provisions
10. Intellectual Property Rights: License to use trademarks, protection of IP, and usage restrictions
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Competition restrictions during and after the agreement term
13. Warranties and Indemnities: Product warranties, mutual indemnifications, and liability provisions
14. Force Majeure: Provisions for dealing with events beyond parties' control
15. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Sub-Distributors: Include when the master distributor has right to appoint sub-distributors
2. E-commerce Provisions: Include for online sales channels and platform requirements
3. Data Protection: Include detailed GDPR compliance when personal data processing is significant
4. Import/Export Controls: Include for cross-border distribution outside the EU
5. Quality Control: Include for products requiring specific storage or handling requirements
6. After-Sales Service: Include for products requiring significant maintenance or support
7. Marketing Contribution: Include when supplier provides marketing support or cost-sharing
8. Training Requirements: Include for technically complex products requiring regular training
9. Insurance Requirements: Include detailed insurance provisions for high-value or high-risk products
10. Compliance with Anti-Corruption Laws: Include detailed compliance provisions for regulated industries or public sector sales
1. Schedule 1 - Products: List of products covered by the agreement with specifications
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Annual/quarterly minimum purchase quantities or values
4. Schedule 4 - Prices and Discount Structure: Price lists, discount schemes, and pricing adjustment mechanisms
5. Schedule 5 - Technical Requirements: Product storage, handling, and technical specifications
6. Schedule 6 - Reporting Requirements: Forms and templates for regular reporting
7. Schedule 7 - Service Level Agreement: Performance metrics and service level requirements
8. Schedule 8 - Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks
9. Appendix A - Standard Operating Procedures: Detailed operational procedures and processes
10. Appendix B - Quality Control Standards: Quality assurance requirements and procedures
Authors
Manufacturing
Automotive
Electronics
Pharmaceuticals
Consumer Goods
Industrial Equipment
Technology
Medical Devices
Chemical Products
Machinery
Food and Beverage
Luxury Goods
Construction Materials
Software and IT
Legal
Sales
Commercial
Supply Chain
Operations
Finance
Compliance
Business Development
Distribution
Logistics
Product Management
Channel Management
Chief Commercial Officer
Sales Director
Distribution Manager
Legal Counsel
Commercial Director
Supply Chain Manager
Business Development Manager
Operations Director
Compliance Officer
Contract Manager
Chief Financial Officer
Regional Sales Manager
Product Manager
Logistics Manager
Channel Partner Manager
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