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1. Parties: Identification of the principal/manufacturer and the exclusive seller, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of entering into the exclusive seller arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, Exclusive Rights, etc.
4. Appointment and Scope: Clear statement of the exclusive seller appointment, scope of exclusivity, and territorial limitations
5. Term and Renewal: Duration of the agreement, commencement date, and conditions for renewal
6. Rights and Obligations of the Seller: Detailed responsibilities of the exclusive seller, including sales targets, marketing obligations, and reporting requirements
7. Rights and Obligations of the Principal: Principal's commitments regarding product supply, support, and maintenance of quality standards
8. Pricing and Payment Terms: Pricing structure, payment terms, currency, and price revision mechanisms
9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP related to the products
10. Confidentiality: Protection of confidential information exchanged between parties
11. Termination: Grounds for termination, notice periods, and consequences of termination
12. Post-Termination Obligations: Obligations surviving termination, including inventory handling and confidentiality
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including force majeure, entire agreement, and amendments
1. Non-Competition: Restrictions on seller's ability to sell competing products, used when exclusivity needs to be reinforced
2. Training and Support: Details of training and support provided by principal, included when technical products are involved
3. Insurance: Insurance requirements for both parties, important for high-value or high-risk products
4. Bank Guarantee: Requirements for bank guarantees or other financial security, used for high-value contracts
5. Sub-contractors: Rights and conditions for appointing sub-contractors or sub-distributors, when allowed
6. Minimum Purchase Requirements: Specific minimum purchase obligations, included when principal requires volume commitments
7. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, for brands requiring significant promotion
8. Product Registration: Requirements for local product registration and compliance, essential for regulated products
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Schedule 2 - Territory: Detailed description of the exclusive territory, including maps or specific geographic boundaries
3. Schedule 3 - Performance Targets: Annual or quarterly sales targets and performance metrics
4. Schedule 4 - Commission Structure: Detailed commission calculations and payment terms if applicable
5. Schedule 5 - Technical Requirements: Technical specifications, quality standards, and compliance requirements
6. Appendix A - Marketing Guidelines: Brand guidelines and marketing requirements
7. Appendix B - Reporting Templates: Standard formats for regular performance and sales reporting
8. Appendix C - Customer Service Standards: Required customer service levels and response times
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