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1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses
2. Background: Context of the agreement, including brief description of each party's business and purpose of the arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of distribution rights, territory definitions, and exclusivity provisions
5. Distribution Rights and Obligations: Specific rights granted and core obligations of the distributor
6. Fulfillment Services: Detailed description of fulfillment services, including warehousing, packaging, and shipping requirements
7. Product Ordering and Forecasting: Procedures for ordering products, forecasting requirements, and lead times
8. Pricing and Payment Terms: Product pricing, payment terms, invoicing procedures, and currency provisions
9. Quality Control and Standards: Quality requirements, inspection rights, and compliance with standards
10. Reporting and Records: Required reports, record-keeping obligations, and audit rights
11. Term and Termination: Duration of agreement, renewal provisions, and termination rights
12. Intellectual Property: IP rights, usage of trademarks, and licensing provisions
13. Confidentiality: Protection of confidential information and trade secrets
14. Indemnification and Insurance: Mutual indemnification obligations and required insurance coverage
15. General Provisions: Standard legal provisions including notice, assignment, force majeure, and governing law
1. Marketing and Promotion: Optional section for marketing obligations and promotional activities when distributor has marketing responsibilities
2. Customer Service: Optional section detailing customer service requirements when distributor handles customer support
3. Returns and Recalls: Optional section for handling product returns and recall procedures when relevant to the distributed products
4. Performance Targets: Optional section specifying minimum performance requirements when parties want to include specific targets
5. Data Protection: Optional section for detailed data protection obligations when handling personal customer data
6. Environmental Compliance: Optional section for environmental requirements when handling regulated or hazardous products
7. Training Requirements: Optional section for training obligations when specific product knowledge is required
1. Schedule A - Products: List of products covered by the agreement including specifications and pricing
2. Schedule B - Territory: Detailed description of geographic territories and any exclusions
3. Schedule C - Service Level Requirements: Specific performance metrics and service level requirements for fulfillment services
4. Schedule D - Fee Schedule: Detailed breakdown of all fees, including fulfillment fees, storage fees, and additional services
5. Schedule E - Operating Procedures: Detailed operational procedures for ordering, warehousing, and fulfillment
6. Schedule F - Reporting Templates: Templates for required operational and financial reports
7. Schedule G - Insurance Requirements: Detailed insurance requirements including types and coverage amounts
8. Appendix 1 - Quality Control Standards: Detailed quality control procedures and standards
9. Appendix 2 - Return Policy: Detailed procedures for handling returns and damaged goods
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