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1. Parties: Identification and details of the Supplier and the Distributor
2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Grant of exclusive distribution rights and definition of the territorial scope
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Distributor Obligations: Core obligations of the distributor including minimum purchase requirements, marketing efforts, and reporting duties
7. Supplier Obligations: Core obligations of the supplier including product supply, support, and training
8. Orders and Delivery: Process for ordering products, delivery terms, and acceptance procedures
9. Prices and Payment: Pricing structure, payment terms, and invoice procedures
10. Intellectual Property Rights: Protection and permitted use of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information exchanged between parties
12. Non-Competition: Restrictions on competing activities during and after the agreement
13. Liability and Indemnification: Allocation of risks and responsibilities between parties
14. Force Majeure: Provisions for handling events beyond parties' reasonable control
15. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Product Quality and Compliance: Detailed quality standards and regulatory compliance requirements, essential when dealing with regulated products
2. After-Sales Service: Requirements for maintenance, warranty, and repair services, important for technical or complex products
3. Data Protection: GDPR compliance provisions, necessary when personal data is processed
4. Insurance: Specific insurance requirements, important for high-value or high-risk products
5. Environmental Compliance: Environmental standards and requirements, relevant for products with environmental impact
6. Anti-Corruption: Compliance with anti-corruption laws, important for international distribution
7. Change of Control: Provisions dealing with ownership changes, relevant for strategic relationships
8. Bank Guarantee: Financial security provisions, important for high-value contracts or uncertain markets
1. Products Schedule: Detailed list of products covered by the agreement, including specifications
2. Price List: Current prices and discounts for all products
3. Territory Map: Detailed definition and/or map of the exclusive territory
4. Minimum Purchase Requirements: Schedule of minimum purchase quantities or values
5. Marketing Guidelines: Guidelines for use of trademarks and marketing materials
6. Service Level Agreement: Detailed performance metrics and service standards
7. Approved Sub-distributors: List of pre-approved sub-distributors if permitted
8. Technical Specifications: Detailed technical requirements for product handling and storage
Consumer Goods
Electronics
Automotive
Pharmaceuticals
Medical Devices
Industrial Equipment
Food and Beverage
Luxury Goods
Software and Technology
Fashion and Apparel
Construction Materials
Chemicals
Telecommunications
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Compliance
International Trade
Distribution
Chief Commercial Officer
Sales Director
Business Development Manager
Commercial Manager
Legal Counsel
Contract Manager
Distribution Manager
Supply Chain Manager
CEO
Managing Director
Regional Sales Manager
General Counsel
Procurement Manager
Operations Director
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