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Simple Exclusive Distribution Agreement
"I need a Simple Exclusive Distribution Agreement under Austrian law for my manufacturing company to appoint an exclusive distributor for our industrial machinery in German-speaking European countries, with minimum purchase requirements of 鈧500,000 annually and an initial term starting March 1, 2025."
1. Parties: Identification and details of the supplier and distributor
2. Background: Context of the agreement and brief description of the parties' businesses
3. Definitions: Key terms used throughout the agreement
4. Appointment and Territory: Establishment of exclusive distributorship and defined territory
5. Term and Termination: Duration of agreement and termination provisions
6. Supplier's Obligations: Key obligations including supply of products, pricing, and support
7. Distributor's Obligations: Core responsibilities including marketing, minimum purchases, and territory coverage
8. Ordering and Delivery: Process for ordering, delivery terms, and logistics
9. Prices and Payment: Pricing structure, payment terms, and currency provisions
10. Intellectual Property Rights: Usage rights for trademarks, branding, and other IP
11. Confidentiality: Protection of confidential information
12. Governing Law and Jurisdiction: Confirmation of Austrian law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability
1. Non-Compete Obligations: Restrictions on competing products - include if exclusive relationship requires competitive restrictions
2. Product Registration: Include if products require local registration or regulatory approval
3. Marketing and Promotion: Detailed marketing obligations - include if specific marketing commitments are required
4. Training Requirements: Include if product complexity requires specific training programs
5. After-Sales Service: Include if products require maintenance or warranty service
6. Insurance Requirements: Include if specific insurance coverage is necessary
7. Data Protection: Include detailed GDPR compliance if personal data processing is involved
8. Force Majeure: Include if specific force majeure provisions beyond standard Austrian law are needed
9. Export Controls: Include if products are subject to export control regulations
1. Schedule 1 - Products: List of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of exclusive territory including any restrictions
3. Schedule 3 - Prices: Price list and discount structure
4. Schedule 4 - Minimum Purchase Requirements: Annual or periodic minimum purchase obligations
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
7. Schedule 7 - Service Level Agreement: Performance metrics and service standards
8. Schedule 8 - Reporting Requirements: Templates and timing for required reports
Authors
Manufacturing
Consumer Goods
Industrial Products
Technology
Automotive
Pharmaceuticals
Food and Beverage
Electronics
Medical Devices
Chemical Products
Machinery and Equipment
Retail
Luxury Goods
Construction Materials
Agricultural Products
Legal
Commercial
Sales
Business Development
Operations
Supply Chain
Procurement
Compliance
International Trade
Distribution
Commercial Director
Sales Manager
Business Development Manager
Legal Counsel
Contract Manager
Chief Executive Officer
Managing Director
Operations Director
Supply Chain Manager
Distribution Manager
Regional Sales Director
Procurement Manager
General Counsel
Commercial Lawyer
Compliance Officer
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