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1. Parties: Identification of the supplier/manufacturer and the exclusive distributor, including full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the business relationship and purpose of the arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Territory', 'Products', 'Exclusive Rights', etc.
4. Grant of Rights: Clear statement of the exclusive selling rights being granted, including territorial scope and duration
5. Term and Renewal: Duration of the agreement and conditions for renewal or extension
6. Obligations of the Supplier: Supplier's commitments regarding product supply, support, and maintaining exclusivity
7. Obligations of the Distributor: Distributor's commitments regarding sales targets, marketing, and territory coverage
8. Pricing and Payment Terms: Terms relating to product pricing, payment methods, and credit terms
9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
10. Confidentiality: Provisions for protecting confidential information of both parties
11. Termination: Grounds for termination and the process to be followed
12. Post-Termination Obligations: Obligations and restrictions that survive after agreement termination
13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Minimum Purchase Requirements: Include when specific purchase quotas or targets are required
2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising arrangements exist
3. Training and Support: Include when the supplier provides specific training or technical support
4. Non-Competition: Include when additional restrictions on competitive activities are required
5. Insurance Requirements: Include when specific insurance coverage is mandatory
6. Bank Guarantee: Include when financial security is required from the distributor
7. Audit Rights: Include when supplier requires right to audit distributor's records
8. Data Protection: Include when personal data processing is involved in the business relationship
1. Schedule 1 - Products: Detailed list and specifications of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of the geographical territory, including any excluded areas
3. Schedule 3 - Pricing Structure: Detailed pricing information, discounts, and commission structures
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Technical Specifications: Technical requirements and standards for product handling and storage
6. Schedule 6 - Authorized Sub-distributors: List of approved sub-distributors if permitted under the agreement
7. Appendix A - Marketing Guidelines: Guidelines for use of trademarks and marketing materials
8. Appendix B - Reporting Templates: Standard forms for regular reporting requirements
Manufacturing
Retail
Consumer Goods
Automotive
Electronics
Pharmaceuticals
Food and Beverage
Industrial Equipment
Fashion and Apparel
Cosmetics and Personal Care
Medical Devices
Construction Materials
Agricultural Products
Luxury Goods
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Compliance
Finance
International Trade
Commercial Director
Sales Director
Business Development Manager
Distribution Manager
Chief Commercial Officer
Legal Counsel
Contracts Manager
Supply Chain Manager
Regional Sales Manager
Channel Development Manager
Chief Executive Officer
Operations Director
Procurement Manager
General Manager
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