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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement under German law for my medical devices company, allowing our distributor to sell our products in Bavaria and Baden-Württemberg, with specific provisions for product training and compliance with medical device regulations."
1. Parties: Identification of the supplier and distributor with full legal names and addresses
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint distributor
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Non-exclusive appointment of distributor and definition of territorial scope
5. Distributor Obligations: Core obligations including marketing, sales targets, reporting, and compliance requirements
6. Supplier Obligations: Supplier's commitments regarding product supply, support, and training
7. Ordering and Delivery: Process for ordering, delivery terms, and logistics arrangements
8. Prices and Payment: Pricing structure, payment terms, and currency provisions
9. Intellectual Property Rights: Usage rights for trademarks, branding, and other IP
10. Confidentiality: Protection of confidential information exchanged during the relationship
11. Term and Termination: Duration of agreement and termination provisions
12. Post-Termination: Obligations and rights after agreement termination
13. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Minimum Purchase Requirements: Used when supplier wants to establish binding purchase quotas
2. Marketing and Promotion: Detailed section when specific marketing requirements or cooperative advertising are needed
3. Training Requirements: When products require technical knowledge or specialized training
4. Non-Competition: When restricting distributor from handling competing products
5. Product Warranty: When specific warranty terms need to be passed through to customers
6. Insurance Requirements: When specific insurance coverage is required for the distributor
7. Data Protection: Detailed GDPR compliance section when personal data processing is involved
8. Import/Export Compliance: When distribution involves cross-border trade
1. Schedule 1 - Products: List of products covered by the distribution agreement
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Prices and Commercial Terms: Price lists, discount structures, and commercial terms
4. Schedule 4 - Minimum Purchase Targets: Specific targets and evaluation periods
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Service Level Agreement: Performance metrics and service standards
7. Schedule 7 - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding
8. Appendix A - Standard Operating Procedures: Detailed operational procedures for ordering and delivery
Authors
Manufacturing
Consumer Goods
Electronics
Automotive
Industrial Equipment
Medical Devices
Software and Technology
Food and Beverage
Pharmaceuticals
Chemical Products
Retail
Telecommunications
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Compliance
Finance
International Trade
Distribution
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contracts Manager
Supply Chain Manager
Distribution Manager
Channel Manager
Chief Commercial Officer
Export Manager
Regional Sales Manager
Procurement Manager
Chief Legal Officer
Operations Director
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