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1. Parties: Identification and details of the supplier/manufacturer and distributor
2. Background/Recitals: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement including territory, products, and intellectual property
4. Appointment and Territory: Exclusive appointment terms and defined territory for distribution rights
5. Rights and Obligations: Core responsibilities of both parties including distribution rights and restrictions
6. Term and Termination: Duration of agreement and conditions for termination or renewal
7. Products and Pricing: Definition of covered products and pricing structure including any price adjustments
8. Ordering and Delivery: Process for orders, delivery terms, and logistics arrangements
9. Intellectual Property: IP rights, usage terms, and brand protection measures
10. Confidentiality: Protection of confidential information and trade secrets
11. Governing Law: Applicable law, jurisdiction, and dispute resolution procedures
1. Minimum Purchase Requirements: Specific quotas, targets, and consequences for failing to meet minimum requirements
2. Marketing Requirements: Marketing obligations, standards, and cost-sharing arrangements
3. Training Requirements: Staff training obligations and technical support requirements
4. Post-Termination Obligations: Obligations and procedures following agreement termination
5. Insurance Requirements: Required insurance coverage and liability provisions
1. Product Schedule: Detailed list of products covered by the agreement including specifications
2. Price List: Detailed pricing structure, discounts, and payment terms
3. Territory Map: Detailed definition and map of exclusive territory
4. Service Level Agreement: Performance metrics, standards, and reporting requirements
5. Technical Specifications: Product specifications, quality standards, and technical requirements
6. Marketing Guidelines: Brand usage rules and marketing requirements
7. Quality Control Procedures: Quality assurance requirements and compliance processes
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