The Seller Agreement Contract serves as a fundamental legal framework for businesses operating in the UAE market, establishing clear parameters for commercial relationships between companies and their authorized sellers. This document is essential when engaging sellers, agents, or distributors to market and sell products or services within the UAE jurisdiction. It incorporates key provisions required under UAE Federal Law No. 18 of 1993 (Commercial Transactions Law) and addresses specific requirements of UAE commercial practice, including provisions for electronic commerce where applicable. The agreement typically includes detailed sections on product specifications, pricing structures, territory rights, performance expectations, and compliance requirements, while ensuring alignment with both UAE regulations and Sharia principles where relevant.
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1. Parties: Identification of the contracting parties with full legal names, addresses, and registration details as per UAE requirements
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Scope: Terms of seller's appointment and scope of authorized sales activities
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Products and Pricing: Description of products/services to be sold and pricing mechanisms
7. Orders and Delivery: Process for placing and fulfilling orders, delivery terms
8. Payment Terms: Payment conditions, methods, currencies, and timing
9. Warranties and Representations: Warranties regarding products, services, and business conduct
10. Compliance: Obligations to comply with UAE laws, regulations, and quality standards
11. Intellectual Property: Rights and restrictions regarding use of trademarks, patents, and other IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Liability and Indemnification: Limitations of liability and indemnification obligations
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Territory Restrictions: Define geographical limitations on sales activities - include if seller is restricted to specific emirates or regions
2. Performance Targets: Minimum sales targets and consequences - include for performance-based agreements
3. Marketing and Promotion: Marketing obligations and restrictions - include if seller has promotional responsibilities
4. Training Requirements: Product knowledge and sales training obligations - include for technical or specialized products
5. Insurance: Insurance requirements - include for high-value or high-risk products
6. Non-Competition: Restrictions on competing activities - include if exclusivity is required
7. After-Sales Service: Post-sale support obligations - include for products requiring ongoing service
8. Data Protection: Data handling and privacy requirements - include if personal data is processed
9. Shariah Compliance: Islamic law compliance provisions - include if specifically required for the business model
1. Product Schedule: Detailed list of approved products with specifications and prices
2. Commission Structure: Detailed commission calculations and payment terms if applicable
3. Service Level Agreement: Performance metrics and service standards
4. Territory Map: Geographical boundaries of authorized sales territory if applicable
5. Trademark Usage Guidelines: Rules for using company trademarks and branding
6. Required Reports: Templates and specifications for required business reports
7. Quality Control Procedures: Product handling and quality maintenance requirements
8. Return Policy: Procedures for handling product returns and complaints
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