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1. Parties: Identification of the manufacturer and distributor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, including brief description of each party's business and their intention to enter into a manufacturing and distribution relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of distributor's appointment, territory definition, and whether the appointment is exclusive or non-exclusive
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Manufacturer's Obligations: Key obligations including manufacturing standards, quality control, delivery terms, and support
7. Distributor's Obligations: Key obligations including minimum purchase requirements, marketing efforts, and sales targets
8. Product Specifications: Details of product standards, quality requirements, and compliance with UAE regulations
9. Ordering and Delivery: Process for placing orders, lead times, delivery terms, and acceptance procedures
10. Prices and Payment: Pricing structure, payment terms, currency, and payment methods
11. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Warranties and Indemnities: Product warranties, mutual indemnifications, and liability limitations
14. Termination: Grounds for termination, notice requirements, and consequences of termination
15. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms
1. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, used when specific marketing commitments are required
2. Training and Support: Details of technical training and support provided by manufacturer, included when products require specialized knowledge
3. Non-Competition: Restrictions on competing products, included when exclusivity arrangements are in place
4. Insurance: Specific insurance requirements, included when high-value or high-risk products are involved
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in manufacturing contexts
6. Anti-Corruption Compliance: Specific anti-corruption provisions, particularly important when dealing with government contracts or regulated industries
7. Data Protection: Provisions for handling personal data, required when customer data processing is involved
8. Export Control: Export compliance provisions, needed when products may be subject to export restrictions
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 and any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values
4. Schedule 4 - Quality Standards: Detailed quality standards and testing procedures
5. Schedule 5 - Service Level Agreement: Specific performance metrics and service levels
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of manufacturer's trademarks and branding
7. Schedule 7 - Approved Sub-distributors: List of approved sub-distributors if sub-distribution is permitted
8. Appendix A - Technical Specifications: Detailed technical specifications of products
9. Appendix B - Pricing Structure: Detailed pricing information, discounts, and payment terms
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