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1. Parties: Identification of the supplier and purchaser, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and purpose of entering into an exclusive purchasing arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, Term, etc.
4. Exclusivity Obligations: Core provisions establishing the exclusive purchasing relationship and its scope
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Purchase Obligations: Minimum purchase requirements, forecasting, and ordering procedures
7. Pricing and Payment: Price determination, payment terms, and any price adjustment mechanisms
8. Delivery and Acceptance: Terms regarding delivery, inspection, and acceptance of products
9. Quality Requirements: Product specifications, quality standards, and compliance requirements
10. Warranties and Representations: Standard warranties regarding products, capacity to contract, and compliance with laws
11. Termination: Grounds for termination, termination procedures, and consequences
12. Confidentiality: Protection of confidential information exchanged during the relationship
13. Dispute Resolution: Procedures for resolving disputes under Nigerian law
14. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, etc.
1. Import/Export Compliance: Required if products are imported/exported, addressing customs and regulatory requirements
2. Storage Requirements: Needed if products require special storage conditions or facilities
3. Marketing and Promotion: Include if the purchaser has obligations to promote the products
4. Insurance Requirements: Detailed insurance obligations beyond standard requirements
5. Training and Support: Include if supplier must provide training on product handling or use
6. Territory Restrictions: Required if the agreement is limited to specific geographic areas
7. Force Majeure: Detailed force majeure provisions beyond standard clauses
8. Anti-Corruption Compliance: Enhanced compliance provisions for high-value or government-related contracts
1. Schedule 1 - Products and Pricing: Detailed list of products covered by the agreement and their prices
2. Schedule 2 - Minimum Purchase Quantities: Specified minimum purchase volumes and timeframes
3. Schedule 3 - Quality Specifications: Detailed product specifications and quality standards
4. Schedule 4 - Delivery Terms: Specific delivery locations, timeframes, and procedures
5. Schedule 5 - Key Performance Indicators: Performance metrics and measurement criteria
6. Appendix A - Order Form Template: Standard form for placing orders under the agreement
7. Appendix B - Technical Requirements: Detailed technical specifications and requirements
8. Appendix C - Compliance Certificates: Required regulatory and quality certifications
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