The Master Distributor Agreement is a crucial commercial contract used when a supplier wishes to appoint a primary distributor for their products in a specific territory under Singapore law. This agreement defines the distributor's exclusive or non-exclusive rights, minimum purchase commitments, pricing structures, and performance requirements. It addresses key aspects such as territory restrictions, intellectual property rights, marketing obligations, and compliance with Singapore's regulatory framework. The agreement is particularly important for businesses expanding their distribution network while maintaining control over their product distribution chain.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and commercial purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Territory: Scope of distributorship and territorial rights
5. Supply Terms: Product ordering, delivery, and payment terms
6. Obligations of Distributor: Key responsibilities and performance requirements
7. Obligations of Supplier: Support, training, and supply commitments
8. Intellectual Property: IP rights, licenses, and restrictions
9. Term and Termination: Duration and termination provisions
10. General Provisions: Standard boilerplate clauses including governing law, notices, and dispute resolution
1. Minimum Purchase Requirements: Specific volume commitments and targets for exclusive distributorships or strategic relationships
2. Marketing and Promotion: Marketing obligations, guidelines, and brand control requirements
3. Sub-distributors: Rights and conditions for appointing sub-distributors in multi-tier distribution structures
4. Data Protection: PDPA compliance provisions for handling personal data
1. Products Schedule: Comprehensive list of products covered by the agreement
2. Territory Schedule: Detailed description of authorized territory and any excluded areas
3. Price List: Product prices, payment terms, and any volume-based discounts
4. Performance Targets: Specific KPIs, minimum requirements, and measurement criteria
5. Technical Requirements: Product specifications, standards, and compliance requirements
6. Brand Guidelines: Rules and specifications for using supplier's trademarks and branding
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