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Exclusive Dealership Agreement
"Need an Exclusive Dealership Agreement for my medical equipment manufacturing company to appoint a sole distributor in Metro Manila, Philippines, with specific provisions for technical training requirements and after-sales service obligations, planned to commence by March 2025."
1. Parties: Identifies and provides full legal details of the Principal/Manufacturer and the Dealer
2. Background: Explains the context of the agreement, including the Principal's business, products, and desire to appoint an exclusive dealer
3. Definitions: Defines key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Territory: Establishes the exclusive appointment and defines the geographical territory where the dealer has exclusive rights
5. Term and Renewal: Specifies the initial duration of the agreement and conditions for renewal
6. Dealer's Rights and Obligations: Details the dealer's responsibilities, including sales targets, marketing requirements, and service standards
7. Principal's Rights and Obligations: Outlines the principal's commitments regarding product supply, support, and training
8. Product Orders and Delivery: Establishes procedures for ordering, minimum purchase requirements, and delivery terms
9. Prices and Payment Terms: Details pricing structure, payment terms, and any applicable discounts
10. Intellectual Property Rights: Governs the use of trademarks, trade names, and other IP in the territory
11. Non-Competition and Exclusivity: Details exclusivity obligations and restrictions on competing products
12. Confidentiality: Protects confidential information exchanged between parties
13. Termination: Specifies grounds for termination and the process for ending the agreement
14. Post-Termination Obligations: Defines obligations and restrictions after the agreement ends
15. Governing Law and Dispute Resolution: Specifies Philippine law as governing law and outlines dispute resolution procedures
1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements, used when specific marketing commitments are needed
2. After-Sales Service: Requirements for maintenance and repair services, used when products require technical support
3. Training Requirements: Specific training obligations for dealer's staff, used for technical or complex products
4. Performance Guarantees: Additional performance security requirements, used for high-value dealerships
5. Insurance Requirements: Specific insurance coverage requirements, used for high-risk products or operations
6. Import/Export Requirements: Special provisions for international trade compliance, used when products are imported
7. Sub-Dealers: Rules for appointing sub-dealers, used when sub-dealer networks are permitted
8. Data Protection: Specific data protection and privacy requirements, used when significant customer data is processed
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description or map of the exclusive territory
3. Schedule 3 - Performance Targets: Specific sales targets and performance metrics
4. Schedule 4 - Commission Structure: Detailed breakdown of commission rates and calculation methods
5. Schedule 5 - Technical Requirements: Technical specifications and standards for facilities and equipment
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using the Principal's trademarks and branding
7. Schedule 7 - Service Level Requirements: Detailed service standards and response time requirements
8. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements
Authors
Automotive
Electronics
Industrial Equipment
Consumer Goods
Medical Devices
Agricultural Equipment
Construction Equipment
Technology Products
Pharmaceutical Products
Luxury Goods
Machinery and Tools
Telecommunications Equipment
Legal
Commercial
Sales
Operations
Finance
Compliance
Supply Chain
Business Development
Distribution
Marketing
Corporate Affairs
Risk Management
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Compliance Officer
Operations Manager
Distribution Manager
Contract Manager
Regional Sales Manager
Chief Financial Officer
Supply Chain Manager
Marketing Director
Territory Manager
Procurement Manager
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