The Value Added Reseller Agreement is essential for businesses operating in the UAE that wish to establish authorized channels for product distribution with additional service components. This document is particularly relevant in the UAE's dynamic market where businesses often require local expertise and enhanced service offerings. The agreement covers critical aspects such as territorial rights, pricing structures, performance requirements, and value-added service obligations while ensuring compliance with UAE commercial laws and regulations. It's designed to protect both the supplier's intellectual property and the VAR's business interests while establishing clear operational guidelines. The document becomes especially important given the UAE's position as a regional trade hub and its specific requirements regarding commercial relationships, VAT compliance, and consumer protection.
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1. Parties: Identification of the supplier/manufacturer and the VAR, including full legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the business relationship and parties' core activities
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, Value-Added Services, etc.
4. Appointment and Territory: Scope of VAR appointment, territorial limitations, and exclusivity/non-exclusivity provisions
5. Rights and Obligations of VAR: Core responsibilities, performance requirements, reporting obligations, and service standards
6. Rights and Obligations of Supplier: Support, training, marketing assistance, and product supply commitments
7. Ordering and Delivery: Process for ordering products, delivery terms, acceptance procedures
8. Pricing and Payment Terms: Pricing structure, payment terms, currency, VAT handling, and invoice requirements
9. Intellectual Property Rights: IP ownership, licensing terms, and usage restrictions
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal terms, and termination rights
12. Post-Termination: Obligations and rights after agreement termination
13. Warranties and Indemnities: Product warranties, service guarantees, and mutual indemnification provisions
14. Governing Law and Dispute Resolution: UAE law governance and dispute resolution procedures
1. Marketing and Promotion: Detailed marketing obligations and co-branding requirements, used when marketing cooperation is significant
2. Training Requirements: Specific training obligations and certification requirements, included when products require technical expertise
3. Performance Targets: Detailed sales targets and performance metrics, used when specific performance levels are required
4. Insurance: Insurance requirements and coverage levels, included for high-value or high-risk products
5. Data Protection: Specific data protection and privacy requirements, necessary when handling personal data
6. Source Code Escrow: Software source code escrow provisions, included for software products
7. Export Control: Export control compliance requirements, needed for international trade
8. Anti-Corruption: Detailed anti-corruption and compliance provisions, important for international businesses
9. Force Majeure: Detailed force majeure provisions, important in uncertain market conditions
1. Schedule 1 - Products and Services: Detailed list of products and value-added services covered by the agreement
2. Schedule 2 - Territory Definition: Detailed description of authorized territory and any excluded areas
3. Schedule 3 - Pricing and Commission Structure: Detailed pricing lists, discount structures, and commission calculations
4. Schedule 4 - Service Level Requirements: Specific service level agreements and performance metrics
5. Schedule 5 - Technical Requirements: Technical specifications and certification requirements
6. Schedule 6 - Marketing Guidelines: Branding requirements and marketing guidelines
7. Schedule 7 - Support Services: Details of support services provided by supplier
8. Appendix A - Reporting Templates: Standard forms for regular reporting requirements
9. Appendix B - Operating Procedures: Detailed operational procedures and processes
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