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1. Parties: Identifies and provides full legal details of the supplier and distributor
2. Background: Sets out the context of the agreement, including the supplier's ownership of products and distributor's capability to distribute
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Territory: Establishes the non-exclusive appointment and defines the geographical territory for distribution
5. Products: Defines the products covered by the agreement and process for adding/removing products
6. Term and Termination: Specifies the duration of the agreement and grounds for termination
7. Ordering and Supply: Details the process for ordering products, lead times, and delivery terms
8. Prices and Payment: Sets out pricing structure, payment terms, and price revision mechanisms
9. Obligations of Distributor: Lists key responsibilities including marketing, minimum purchase requirements, and reporting
10. Obligations of Supplier: Details supplier's commitments including product supply, support, and training
11. Intellectual Property: Covers usage rights for trademarks, branding, and other IP
12. Confidentiality: Protects confidential information exchanged between parties
13. Liability and Indemnity: Sets out liability limitations and indemnification obligations
14. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law
1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements - include when specific marketing commitments are required
2. Training Requirements: Specific training obligations for distributor's staff - include when products require technical knowledge
3. Performance Targets: Specific sales targets and consequences - include when minimum performance standards are crucial
4. Customer Support: Customer service and after-sales support requirements - include for technical or complex products
5. Insurance: Specific insurance requirements - include when dealing with high-value or high-risk products
6. Import/Export Requirements: Specific requirements for international distribution - include for cross-border distribution
7. Product Warranties: Specific warranty terms - include when standard warranties need modification
8. Quality Control: Specific quality assurance requirements - include for regulated or sensitive products
9. Non-Competition: Restrictions on competing products - include when exclusivity for product types is important
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of geographical territory, including any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Specific quantities or values of minimum purchase obligations
4. Schedule 4 - Pricing and Payment Terms: Detailed pricing structure, discounts, and payment conditions
5. Schedule 5 - Service Level Requirements: Specific performance metrics and service standards
6. Schedule 6 - Approved Sub-distributors: List of approved sub-distributors if applicable
7. Schedule 7 - Marketing Guidelines: Branding requirements and marketing standards
8. Appendix A - Order Form Template: Standard form for placing orders
9. Appendix B - Reporting Templates: Standard forms for required periodic reports
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