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1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Territory: Grant of exclusive distribution rights and definition of the territorial scope
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor's Rights and Obligations: Core responsibilities including marketing, minimum purchase requirements, and performance standards
7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training
8. Ordering and Supply: Procedures for ordering, delivery, and acceptance of products
9. Prices and Payment: Pricing structure, payment terms, and currency provisions
10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Restrictions on competing activities during and after the agreement
13. Termination: Grounds for termination and consequences
14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Marketing and Promotion: Detailed marketing obligations and promotional requirements - used when specific marketing commitments are crucial
2. Training and Support: Technical training and support provisions - used for complex products requiring specific expertise
3. Product Warranty: Specific warranty terms - used when standard warranty terms need modification
4. Import/Export Requirements: Specific provisions for customs, duties, and trade compliance - used when complex international trade requirements exist
5. Data Protection: Specific data handling and privacy requirements - used when personal data processing is involved
6. Insurance Requirements: Detailed insurance obligations - used when specific coverage types and amounts are required
7. Force Majeure: Detailed force majeure provisions - used when specific events need to be addressed
8. Anti-Corruption Compliance: Detailed anti-corruption provisions - used when operating in high-risk territories
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of the exclusive territory, including maps if necessary
3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values
4. Schedule 4 - Price List: Detailed pricing structure, including any volume discounts or special pricing arrangements
5. Schedule 5 - Technical Specifications: Detailed technical requirements and standards for products
6. Schedule 6 - Service Level Agreement: Performance metrics and service standards
7. Appendix A - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
8. Appendix B - Reporting Templates: Standard forms for required periodic reports
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