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1. Parties: Identification of the supplier and the exclusive dealer/distributor, including full legal names and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the exclusive dealing arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement, including territory, products/services, and exclusivity parameters
4. Grant of Exclusive Rights: Clear statement of the exclusive rights being granted, including territorial scope and subject matter
5. Term and Renewal: Duration of the agreement and conditions for renewal or extension
6. Obligations of Supplier: Supplier's commitments, including supply terms, quality standards, and support provisions
7. Obligations of Dealer: Dealer's commitments, including minimum purchase requirements, performance standards, and market development obligations
8. Pricing and Payment Terms: Price determination, payment schedules, and related financial terms
9. Territory and Market Restrictions: Detailed definition of geographical boundaries and market limitations
10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP during the agreement
11. Confidentiality: Protection of confidential information exchanged during the relationship
12. Termination: Grounds for termination, notice requirements, and consequences of termination
13. Post-Termination Obligations: Obligations and restrictions that survive termination
14. Governing Law and Dispute Resolution: New Zealand law application and dispute resolution procedures
1. Marketing and Promotion: Specific requirements for marketing activities and brand promotion, used when the dealer has significant marketing responsibilities
2. Training Requirements: Details of required training programs, included when technical products or services require specific expertise
3. Performance Targets: Specific sales targets and performance metrics, used when the agreement is performance-based
4. Sub-Dealers: Rights and restrictions regarding appointment of sub-dealers, included when sub-dealing is permitted
5. Insurance Requirements: Specific insurance obligations, included for high-value or high-risk products
6. Competition Compliance: Detailed compliance provisions with NZ competition laws, included for arrangements with significant market impact
7. Change of Control: Provisions dealing with ownership changes, included for long-term strategic relationships
8. Force Majeure: Provisions for unforeseen circumstances, included when supply chain or external factors pose significant risks
1. Schedule 1: Products/Services: Detailed list and specifications of products or services covered by the agreement
2. Schedule 2: Territory Map: Detailed mapping and description of the exclusive territory
3. Schedule 3: Pricing Schedule: Detailed pricing structures, discounts, and commission arrangements
4. Schedule 4: Performance Metrics: Detailed performance targets and measurement criteria
5. Schedule 5: Technical Requirements: Technical specifications and standards to be maintained
6. Schedule 6: Approved Marketing Materials: Pre-approved marketing materials and guidelines
7. Appendix A: Compliance Checklist: Checklist ensuring compliance with NZ competition laws
8. Appendix B: Reporting Templates: Standard templates for required performance and sales reporting
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