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1. Parties: Identification and details of the supplier and distributor
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Territory: Terms of distributor appointment and defined geographic territory
5. Supply Obligations: Supplier's obligations regarding product supply, lead times, and delivery terms
6. Distribution Rights and Obligations: Distributor's rights and responsibilities, including sales targets and market development
7. Ordering and Forecasting: Process for placing orders and providing demand forecasts
8. Prices and Payment: Pricing structure, payment terms, and invoice requirements
9. Quality Standards: Product quality requirements and quality control procedures
10. Intellectual Property: IP ownership, licensing, and usage rights
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and termination provisions
13. Post-Termination Obligations: Parties' obligations after agreement termination
14. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Minimum Purchase Requirements: Used when specific purchase volumes are required to maintain distribution rights
2. Marketing and Promotion: Include when parties share marketing responsibilities and costs
3. Training and Support: Required when supplier provides product training or technical support
4. Product Returns and Recalls: Important for products with high return rates or safety concerns
5. Non-Competition: Include when restricting distributor from handling competing products
6. Insurance Requirements: Necessary for high-value or high-risk products
7. Data Protection: Required when personal data processing is involved
8. Export Controls: Include for international distribution or restricted products
9. Environmental Compliance: Necessary for products with environmental impacts or regulations
10. Sub-Distributors: Include when sub-distribution rights are permitted
1. Schedule A - Products: Detailed list of products covered by the agreement
2. Schedule B - Territory: Detailed description or map of distribution territory
3. Schedule C - Prices: Price list and discount structure
4. Schedule D - Quality Standards: Detailed quality specifications and testing procedures
5. Schedule E - Service Levels: Specific performance metrics and service level requirements
6. Schedule F - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding
7. Schedule G - Returns Policy: Detailed procedures for handling product returns
8. Schedule H - Reporting Requirements: Templates and requirements for periodic reports
9. Appendix 1 - Order Form Template: Standard form for placing product orders
10. Appendix 2 - Technical Specifications: Detailed technical information about products
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