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1. Parties: Identifies and provides full legal details of the contracting parties, including registration numbers and addresses
2. Background: Sets out the context and purpose of the agreement, including the parties' intentions to establish a trading relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Agreement: Outlines the nature and extent of the trading relationship, including territory and product/service coverage
5. Ordering Process: Details the procedures for placing, accepting, and processing orders
6. Pricing and Payment Terms: Specifies pricing mechanisms, payment terms, currencies, and invoicing requirements
7. Delivery and Performance: Sets out terms for delivery, acceptance, and performance standards
8. Quality Standards: Establishes quality requirements, inspection rights, and quality assurance processes
9. Warranties and Representations: Contains standard warranties and representations from both parties
10. Liability and Indemnification: Defines the extent of liability and indemnification obligations of each party
11. Term and Termination: Specifies the duration of the agreement and circumstances for termination
12. Confidentiality: Establishes obligations regarding confidential information protection
13. Force Majeure: Addresses circumstances beyond parties' control affecting performance
14. Dispute Resolution: Sets out procedures for resolving disputes, including jurisdiction and governing law
15. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Include when trading involves licensed products, technology transfer, or IP-sensitive materials
2. Regulatory Compliance: Add for regulated industries or products requiring specific compliance measures
3. Insurance Requirements: Include when specific insurance coverage is required for the trading relationship
4. Data Protection: Add when personal data processing is involved in the trading relationship
5. Export Control: Include for international trade involving restricted or controlled items
6. Sustainability and Environmental Compliance: Add when environmental standards or sustainability requirements are relevant
7. Anti-Corruption Compliance: Include for international trade or when dealing with government entities
8. Exclusivity Provisions: Add when parties agree to exclusive trading arrangements
9. Change Control: Include when the trading relationship requires formal processes for changes
10. Service Levels: Add when specific performance metrics need to be maintained
1. Schedule 1 - Products/Services: Detailed list of products or services covered by the agreement
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or special pricing arrangements
3. Schedule 3 - Technical Specifications: Detailed technical requirements and specifications for products/services
4. Schedule 4 - Service Levels: Detailed service level requirements and measurement criteria
5. Schedule 5 - Key Contacts: List of key personnel and contact information for both parties
6. Schedule 6 - Territory: Detailed description of geographical coverage and any territorial restrictions
7. Schedule 7 - Special Terms: Any special terms or conditions applicable to specific products/services
8. Appendix A - Order Form Template: Standard form for placing orders under the agreement
9. Appendix B - Quality Standards: Detailed quality requirements and testing procedures
10. Appendix C - Compliance Requirements: Specific regulatory or compliance requirements applicable to the trading relationship
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