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1. Parties: Identification of the principal and distributor, including full legal names and addresses
2. Background: Context of the agreement, business relationship, and general intent of the parties
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Commission, etc.
4. Appointment and Scope: Terms of distributor appointment, exclusivity/non-exclusivity, and territorial scope
5. Rights and Obligations of Distributor: Core responsibilities, sales targets, reporting requirements, and service standards
6. Rights and Obligations of Principal: Support, training, marketing materials, and other commitments from the principal
7. Commission Structure: Detailed commission rates, calculation methods, and payment terms
8. Payment Terms: Invoice procedures, payment timelines, currency, and payment methods
9. Term and Termination: Duration of agreement, renewal terms, and termination provisions
10. Intellectual Property: Usage rights for trademarks, logos, and other IP during the agreement
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Restrictions on competing activities during and after the agreement
13. Compliance with Laws: Obligations to comply with Philippine laws and regulations
14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Performance Targets: Specific sales targets and performance metrics, used when the principal wants to set measurable goals
2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, included when marketing is a significant component
3. Training Requirements: Specific training obligations and procedures, used when product complexity requires formal training
4. Insurance Requirements: Detailed insurance obligations, included when risk profile requires specific coverage
5. Data Protection: Specific data handling requirements, included when personal data processing is involved
6. Anti-Corruption: Detailed anti-corruption provisions, included for international agreements or when required by corporate policy
7. Product Warranty: Warranty terms and handling procedures, included when distributor handles warranty claims
8. Sub-Distributors: Rights and procedures for appointing sub-distributors, included when sub-distribution is permitted
1. Schedule 1: Products: Detailed list of products covered by the agreement
2. Schedule 2: Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3: Commission Rates: Detailed commission structures, including any variations by product or volume
4. Schedule 4: Performance Metrics: Specific sales targets and performance indicators
5. Schedule 5: Reporting Templates: Standard forms for sales reports and other required reporting
6. Schedule 6: Trademark Usage Guidelines: Specific rules for use of principal's trademarks and branding
7. Schedule 7: Operating Procedures: Detailed procedures for order processing, returns, and customer service
8. Appendix A: Contact Details: Key contact information for both parties
Consumer Goods
Retail
Manufacturing
Technology
Pharmaceuticals
Electronics
Automotive
Food and Beverage
Cosmetics
Industrial Equipment
Telecommunications
Software
Medical Devices
Fashion and Apparel
Construction Materials
Legal
Sales
Commercial
Business Development
Operations
Finance
Compliance
Distribution
Channel Management
International Business
Commercial Director
Sales Director
Business Development Manager
Chief Commercial Officer
Distribution Manager
Channel Manager
Legal Counsel
Contracts Manager
Chief Executive Officer
Managing Director
Operations Director
Country Manager
Regional Sales Manager
Compliance Officer
Chief Financial Officer
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