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The Master Distributor Agreement is essential when a manufacturer or supplier wishes to establish a structured distribution network through a primary distributor who may have rights to appoint sub-distributors. This agreement, governed by English and Welsh law, is commonly used in international trade and provides comprehensive coverage of commercial terms, territorial rights, performance obligations, and intellectual property protection. It's particularly valuable when businesses need to establish clear chains of distribution responsibility while maintaining control over their product distribution network. The agreement typically includes detailed provisions for pricing, minimum purchase requirements, marketing obligations, and quality control measures.

1. Parties: Identification and details of the supplier/manufacturer and distributor

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement including relevant legislation references

4. Appointment and Territory: Scope of distributorship and geographical limitations

5. Supply of Products: Terms governing the supply of products, including ordering process

6. Prices and Payment: Pricing structure, payment terms, and invoicing procedures

7. Obligations of the Distributor: Distributor's key responsibilities and performance requirements

8. Obligations of the Supplier: Supplier's key responsibilities including product supply and support

9. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP

10. Term and Termination: Duration of agreement and termination provisions