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1. Parties: Identification of the parties entering into the exclusive dealing arrangement, including their legal status and registered addresses
2. Background: Context of the agreement, including the business relationship and purpose of the exclusive arrangement
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules for interpreting the contract
4. Scope of Exclusivity: Detailed description of the exclusive arrangement, including territory, products/services covered, and nature of exclusivity
5. Duration: Term of the agreement, including commencement date and initial period
6. Commercial Terms: Pricing, payment terms, minimum purchase requirements, and other commercial conditions
7. Obligations of the Supplier: Supplier's commitments, including supply guarantees, quality standards, and support services
8. Obligations of the Buyer: Buyer's commitments, including exclusive purchasing obligations, minimum volumes, and marketing requirements
9. Competition Law Compliance: Provisions ensuring compliance with Nigerian competition laws and regulations
10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP during the exclusive arrangement
11. Confidentiality: Protection of confidential information exchanged during the relationship
12. Termination: Grounds for termination, notice requirements, and consequences of termination
13. Force Majeure: Provisions for handling events beyond parties' control
14. Governing Law and Dispute Resolution: Nigerian law as governing law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Performance Targets: Specific performance metrics and consequences of not meeting them - include when the exclusivity is contingent on meeting certain targets
2. Marketing and Promotion: Detailed marketing obligations and brand guidelines - include for consumer-facing products/services
3. Training and Support: Requirements for technical training and ongoing support - include for technical products or services
4. Insurance: Specific insurance requirements - include for high-value or high-risk arrangements
5. Data Protection: Provisions for handling personal data - include when personal data processing is involved
6. Anti-corruption Compliance: Specific anti-corruption provisions - include for international arrangements or government contracts
7. Sub-contracting: Rules regarding sub-contracting rights - include when sub-contracting might be necessary
8. Change of Control: Provisions dealing with ownership changes - include for long-term strategic relationships
1. Schedule 1 - Products/Services: Detailed list and specifications of products or services covered by the exclusive arrangement
2. Schedule 2 - Territory: Detailed description of the geographical territory covered by the exclusivity
3. Schedule 3 - Pricing and Payment Terms: Detailed pricing structures, payment terms, and any price adjustment mechanisms
4. Schedule 4 - Performance Metrics: Detailed KPIs, measurement methods, and reporting requirements
5. Schedule 5 - Technical Specifications: Technical requirements and standards for products or services
6. Appendix A - Contact Details: Key contact persons and their details for both parties
7. Appendix B - Compliance Checklist: Competition law compliance requirements and checklist
8. Appendix C - Brand Guidelines: Guidelines for use of trademarks and branding materials
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