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1. Parties: Identifies and provides details of the supplier and distributor
2. Background: Sets out the context of the agreement and parties' objectives
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Territory: Establishes the distributor's appointment and defines the geographic territory
5. Term and Renewal: Specifies the initial term and any renewal provisions
6. Products: Defines the products covered by the agreement
7. Orders and Delivery: Details the ordering process and delivery terms
8. Prices and Payment: Sets out pricing mechanisms and payment terms
9. Quality Standards: Specifies product quality requirements and handling standards
10. Compliance with Laws: Requires compliance with relevant laws and regulations
11. Intellectual Property: Addresses the use of trademarks and other IP rights
12. Representations and Warranties: Contains standard warranties and representations
13. Limitation of Liability: Sets out liability limitations and indemnities
14. Termination: Specifies termination rights and consequences
15. Confidentiality: Protects confidential information
16. Force Majeure: Addresses unforeseen circumstances preventing performance
17. Governing Law and Jurisdiction: Specifies Hong Kong law and jurisdiction
18. General Provisions: Contains standard boilerplate clauses
1. Exclusivity: Used when granting exclusive distribution rights in the territory
2. Minimum Purchase Requirements: Include when setting minimum order quantities or sales targets
3. Marketing and Promotion: Used when distributor has specific marketing obligations
4. Storage and Warehousing: Include when distributor provides warehousing services
5. Import/Export Requirements: Used for international distribution arrangements
6. Sub-distributors: Include if sub-distribution is permitted
7. Insurance Requirements: Used when specific insurance coverage is required
8. Training and Support: Include when supplier provides training or technical support
9. Product Returns: Used when specific return policies apply
10. Non-Competition: Include when restricting distributor from handling competing products
1. Product List and Specifications: Detailed list of products and their specifications
2. Price List: Current prices and discount structures
3. Territory Map: Detailed definition of the distribution territory
4. Quality Standards and Procedures: Detailed quality control requirements and procedures
5. Service Level Requirements: Specific performance metrics and standards
6. Trademark Usage Guidelines: Rules for using supplier's trademarks
7. Reporting Requirements: Templates and timing for required reports
8. Storage and Handling Requirements: Specific requirements for product storage and handling
9. Complaint Handling Procedures: Process for handling customer complaints
10. Contact Details: Key contacts for both parties
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