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Non Exclusive Sales Agreement Template for India

A Non-Exclusive Sales Agreement under Indian law is a comprehensive commercial contract that establishes a sales relationship between parties while preserving the right to engage with other business partners. This agreement, governed by Indian contract law and commercial regulations, outlines the terms and conditions for selling products or services, including pricing, delivery terms, warranties, and payment conditions. It provides a legal framework that protects both parties' interests while maintaining flexibility in business relationships, incorporating provisions compliant with Indian legislation including the Indian Contract Act, 1872 and the Sale of Goods Act, 1930.

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What is a Non Exclusive Sales Agreement?

This Non-Exclusive Sales Agreement is designed for use in the Indian market where businesses seek to establish formal sales relationships while maintaining the flexibility to work with multiple partners. It is particularly useful when a seller wishes to distribute products or services through multiple channels without granting exclusivity to any single party. The agreement incorporates essential elements required under Indian law, including provisions from the Indian Contract Act, 1872, and the Sale of Goods Act, 1930. It covers crucial aspects such as ordering procedures, delivery terms, pricing mechanisms, payment terms, warranties, and dispute resolution, while ensuring compliance with Indian commercial regulations. This document is commonly used in various industries where companies need to establish clear terms for non-exclusive sales arrangements while maintaining legal protection and operational clarity.

What sections should be included in a Non Exclusive Sales Agreement?

1. Parties: Identification and details of the seller and buyer entities

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Terms of non-exclusive appointment and territorial scope

5. Term and Termination: Duration of agreement and termination conditions

6. Orders and Delivery: Process for placing orders and delivery requirements

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

8. Obligations of the Seller: Seller's responsibilities including product quality, support

9. Obligations of the Buyer: Buyer's responsibilities including minimum purchase requirements

10. Intellectual Property: Rights and restrictions regarding use of trademarks and IP

11. Confidentiality: Protection of confidential information

12. Warranties and Indemnities: Product warranties and mutual indemnification provisions

13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, amendments

What sections are optional to include in a Non Exclusive Sales Agreement?

1. Training and Support: Include when seller provides product training or technical support

2. Marketing and Promotion: Include when specific marketing obligations exist

3. Quality Control: Include for products requiring specific quality standards or certifications

4. Insurance: Include when specific insurance requirements are needed

5. Export Control: Include for international sales or restricted products

6. Data Protection: Include when personal data processing is involved

7. Force Majeure: Include when specific force majeure provisions are required

8. Non-Solicitation: Include to prevent poaching of employees/customers

What schedules should be included in a Non Exclusive Sales Agreement?

1. Schedule 1 - Product Specifications: Detailed specifications of products covered under the agreement

2. Schedule 2 - Price List: Comprehensive pricing details including any volume discounts

3. Schedule 3 - Territory: Detailed description of geographical territory covered

4. Schedule 4 - Minimum Purchase Requirements: Specific targets or minimum purchase obligations

5. Schedule 5 - Service Level Agreement: Details of support services and response times

6. Schedule 6 - Authorized Trademarks: List of trademarks and usage guidelines

7. Appendix A - Order Form Template: Standard format for placing orders

8. Appendix B - Technical Requirements: Technical specifications and compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use

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