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1. Parties: Identification of the manufacturer and distributor, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of each party's business, and purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Appointment of distributor, definition of territorial scope, and exclusivity status
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Manufacturing Obligations: Manufacturer's responsibilities regarding product quality, specifications, and production capacity
7. Distribution Rights and Obligations: Distributor's rights and responsibilities, including sales targets and market development
8. Ordering and Delivery: Process for placing orders, lead times, delivery terms, and acceptance procedures
9. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms
10. Quality Control: Quality standards, inspection rights, and handling of defective products
11. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Warranties and Indemnities: Product warranties, representations, and indemnification provisions
14. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment
1. Minimum Purchase Requirements: Include when the manufacturer requires minimum order quantities or values
2. Marketing and Promotion: Include when specific marketing obligations or cost-sharing arrangements are required
3. After-Sales Service: Include when the distributor is responsible for providing maintenance or repair services
4. Non-Competition: Include when parties agree to restrictions on competing activities
5. Training and Support: Include when manufacturer provides specific training or technical support
6. Insurance: Include when specific insurance requirements are necessary
7. Data Protection: Include when personal data processing is involved in the business relationship
8. Import/Export Compliance: Include when cross-border trade requires specific compliance measures
9. Product Liability: Include when specific allocation of product liability risks is necessary
10. Change Control: Include when formal procedures for product or specification changes are required
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Prices: Price list and discount structure
4. Schedule 4 - Minimum Purchase Quantities: Specific targets and minimum order requirements
5. Schedule 5 - Quality Standards: Detailed quality specifications and testing procedures
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of manufacturer's trademarks and branding
7. Schedule 7 - Service Level Requirements: Specific performance metrics and service standards
8. Schedule 8 - Technical Specifications: Detailed technical requirements and manufacturing specifications
9. Appendix A - Order Form Template: Standard form for placing orders
10. Appendix B - Reporting Templates: Standard forms for regular business reporting
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