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1. Parties: Identification of the principal company (supplier) and the master reseller, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of both businesses, and the intention to enter into a master reseller relationship
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Territory, Products, Intellectual Property Rights, etc.
4. Appointment and Territory: Terms of appointment, exclusivity/non-exclusivity, defined territory, and any restrictions
5. Rights and Obligations of Master Reseller: Core responsibilities, sales targets, marketing requirements, and service standards
6. Rights and Obligations of Supplier: Support, training, product supply, and other supplier commitments
7. Ordering and Delivery: Process for placing orders, delivery terms, minimum order quantities, and lead times
8. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms
9. Intellectual Property Rights: Usage rights for trademarks, branding guidelines, and IP protection obligations
10. Confidentiality: Protection of confidential information, trade secrets, and customer data
11. Term and Termination: Duration of agreement, renewal terms, and termination conditions
12. Post-Termination: Obligations and rights after termination, including inventory handling
13. General Provisions: Standard legal clauses including governing law, dispute resolution, and force majeure
1. Sub-Reseller Appointments: Include when the master reseller has the right to appoint sub-resellers, defining approval processes and controls
2. Marketing and Promotion: Include when specific marketing requirements or cooperative advertising programs are needed
3. Training Requirements: Include when product complexity requires formal training programs
4. Service Level Agreement: Include when specific performance metrics and service standards need to be maintained
5. Data Protection: Include when significant personal data processing is involved in the business relationship
6. Insurance Requirements: Include when specific insurance coverage needs to be maintained by either party
7. Import/Export Compliance: Include when international trade is involved
8. Environmental Compliance: Include when products have environmental implications or regulations
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory Definition: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Minimum Purchase Commitments: Quarterly/annual sales targets and minimum order quantities
4. Schedule 4 - Price List: Current price list and discount structure
5. Schedule 5 - Service Level Requirements: Detailed service standards and performance metrics
6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding
7. Appendix A - Order Form Template: Standard form for placing product orders
8. Appendix B - Technical Support Procedures: Procedures for obtaining technical support and escalation processes
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