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1. Parties: Identification of the vendor and the company, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, existing relationship between parties, and purpose of establishing a preferred vendor arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Preferred Vendor Status', 'Services', 'Products', and 'Territory'
4. Appointment and Scope: Terms of appointment as preferred vendor, scope of products/services covered, and any territorial limitations
5. Term and Renewal: Duration of the agreement, conditions for renewal, and notice periods for extension
6. Ordering Process: Procedures for placing orders, acceptance, and fulfillment requirements
7. Pricing and Payment: Pricing structure, payment terms, invoicing requirements, and any volume-based discounts
8. Service Levels: Performance standards, delivery timeframes, and quality requirements
9. Warranties and Representations: Warranties regarding products/services, compliance with laws, and business conduct
10. Confidentiality: Protection of confidential information exchanged during the business relationship
11. Termination: Grounds for termination, notice requirements, and consequences of termination
12. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
1. Exclusivity Provisions: Used when the agreement includes exclusive supply arrangements for specific products/services or territories
2. Intellectual Property Rights: Include when the agreement involves licensed technology, branding, or IP transfers
3. Insurance Requirements: Detailed insurance obligations when high-value or high-risk products/services are involved
4. Compliance with Specific Regulations: Required when dealing with regulated industries or specific compliance requirements
5. Performance Incentives: Include when the agreement includes bonus structures or performance-based benefits
6. Business Continuity: Important for critical supply relationships requiring disaster recovery and business continuity planning
7. Environmental and Social Responsibility: Include when sustainability and social responsibility are key considerations
1. Schedule 1 - Products and Services: Detailed list of products/services covered under the agreement, including specifications
2. Schedule 2 - Pricing Schedule: Comprehensive pricing details, including volume discounts and pricing review mechanisms
3. Schedule 3 - Service Level Agreement: Detailed performance metrics, KPIs, and measurement methodology
4. Schedule 4 - Ordering Procedures: Step-by-step procedures for order placement, acceptance, and fulfillment
5. Appendix A - Contact Details: Key contact information for both parties, including escalation procedures
6. Appendix B - Technical Specifications: Detailed technical requirements and standards for products/services
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