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The Distribution And Licensing Agreement is essential for foreign companies seeking to establish a commercial presence in Saudi Arabia through local distributors while protecting their intellectual property rights. This document is particularly relevant when entering the Saudi market, which requires compliance with specific commercial agency laws and Sharia principles. The agreement should be used when a business relationship involves both the physical distribution of products and the licensing of associated intellectual property, such as trademarks, patents, or technology. It addresses crucial aspects including territorial exclusivity, performance requirements, quality control, and compliance with local regulations. The document must be structured to meet the requirements of Saudi law, including the Commercial Agencies Law and related regulations, while also protecting the rights and interests of both foreign principals and local distributors.

1. Parties: Identification of the licensor/supplier and the distributor, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the business relationship, and confirmation of parties' authority to enter into the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Territory: Scope of distributor appointment, territory definition, and exclusivity/non-exclusivity terms

5. License Grant: Scope of intellectual property license, permitted uses, and restrictions

6. Distribution Rights and Obligations: Detailed rights and responsibilities of the distributor, including sales targets and marketing requirements

7. Supply Terms: Terms governing the supply of products, including ordering process, delivery, and acceptance procedures

8. Prices and Payment: Pricing structure, payment terms, currency, and payment methods compliant with Sharia principles

9. Intellectual Property Protection: Protection measures for trademarks, patents, and other IP rights, including registration requirements

10. Quality Control: Quality standards, inspection rights, and compliance with Saudi product regulations

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of agreement, renewal terms, and termination rights

13. Post-Termination: Rights and obligations after agreement termination

14. Governing Law and Dispute Resolution: Saudi law as governing law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate clauses adapted to Saudi law requirements