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1. Parties: Identification of distributor and supplier with full legal names and addresses
2. Background: Context of the agreement, including supplier's business, products, and distribution objectives
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Territory: Scope of distributor's appointment and defined territory
5. Term and Renewal: Duration of the agreement and renewal conditions
6. Distributor's Rights and Obligations: Core responsibilities including promotion, sales, and reporting requirements
7. Supplier's Rights and Obligations: Core responsibilities including product supply, support, and training
8. Ordering and Delivery: Process for ordering, delivery terms, and logistics
9. Prices and Payment: Pricing structure, payment terms, and currency provisions
10. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Compliance with Laws: Regulatory compliance requirements including import/export laws
13. Warranties and Indemnities: Product warranties and mutual indemnification provisions
14. Termination: Grounds for termination and post-termination obligations
15. Governing Law and Dispute Resolution: Choice of law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including force majeure and notices
1. Exclusivity: Used when granting exclusive distribution rights in the territory
2. Minimum Purchase Requirements: Include when specific sales targets or minimum orders are required
3. Marketing and Promotion: Detailed marketing obligations when specific requirements exist
4. Training and Support: Include when extensive training or technical support is provided
5. Non-Competition: Used when restricting distributor from handling competing products
6. Insurance Requirements: Include when specific insurance coverage is mandatory
7. Data Protection: Required when personal data processing is involved
8. Anti-Corruption Compliance: Include for high-risk territories or when required by corporate policy
9. Product Registration: Used when products require local registration or certification
10. Sub-Distributors: Include when sub-distribution rights are granted
1. Schedule A - Products: List of products covered by the agreement with specifications
2. Schedule B - Territory: Detailed description of geographic territory and any exclusions
3. Schedule C - Prices: Price list and discount structure
4. Schedule D - Minimum Purchase Requirements: Detailed sales targets or minimum order quantities
5. Schedule E - Technical Specifications: Product technical details and requirements
6. Schedule F - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding
7. Schedule G - Service Level Agreement: Performance metrics and service standards
8. Schedule H - Reporting Requirements: Templates and timing for required reports
9. Schedule I - Authorized Sub-distributors: List of approved sub-distributors if applicable
10. Schedule J - Compliance Requirements: Specific regulatory or certification requirements by territory
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