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1. Parties: Identification of the supplier and distributor, including full legal names and registered addresses
2. Background: Context of the agreement, including supplier's business, products, and desire to appoint an exclusive distributor
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Territory: Terms of exclusive appointment and precise definition of the geographical territory
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor's Rights and Obligations: Core responsibilities including minimum purchase requirements, marketing obligations, and service standards
7. Supplier's Rights and Obligations: Responsibilities including product supply, support, and training
8. Pricing and Payment Terms: Product pricing structure, payment terms, and price adjustment mechanisms
9. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP in the territory
10. Confidentiality: Protection of confidential information exchanged between parties
11. Non-Competition: Restrictions on competing activities during and after the agreement
12. Termination: Grounds for termination and consequences
13. Post-Termination Obligations: Obligations surviving termination, including product returns and confidentiality
14. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures
1. Product Registration: Required when products need local regulatory approval or registration
2. Insurance Requirements: Detailed insurance obligations when specific coverage is needed for high-value or regulated products
3. Data Protection: Required when personal data processing is involved in the distribution relationship
4. Force Majeure: Specific provisions for force majeure events, particularly relevant in international distribution
5. Anti-Corruption Compliance: Required for international distribution or when dealing with government entities
6. Environmental Compliance: Necessary for products with environmental implications or regulations
7. Sub-Distributors: Include when the distributor may need to appoint sub-distributors
8. Bank Guarantee: Include when financial security is required from the distributor
1. Schedule A - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule B - Territory: Detailed map or description of the exclusive territory, including any excluded areas
3. Schedule C - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values
4. Schedule D - Service Level Agreement: Detailed service standards and performance metrics
5. Schedule E - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
6. Schedule F - Commission Structure: Detailed commission calculations and payment terms if applicable
7. Schedule G - Reporting Requirements: Templates and timing for required business reports
8. Schedule H - Training Requirements: Required training programs and certification requirements for distributor's staff
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