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1. Parties: Identification and details of the contracting parties - the licensor/supplier and the distributor
2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of distributor appointment and defined territorial scope
5. Grant of Rights: Specific distribution rights and license grants, including any exclusivity provisions
6. Term and Renewal: Duration of the agreement and conditions for renewal
7. Distribution Obligations: Distributor's responsibilities, sales targets, and performance requirements
8. Supply Terms: Product ordering procedures, delivery terms, and pricing mechanisms
9. Quality Control: Quality standards, inspection rights, and compliance requirements
10. Intellectual Property Rights: IP ownership, usage rights, and protection obligations
11. Payment Terms: Pricing, payment schedules, royalties, and financial obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. Termination: Grounds for termination and post-termination obligations
14. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms
1. Marketing and Promotion: Specific marketing obligations and promotional requirements - include if the distributor has marketing responsibilities
2. Training and Support: Technical support and training provisions - include if product requires specialized knowledge
3. Sub-Distribution Rights: Rights to appoint sub-distributors - include if sub-distribution is permitted
4. Insurance Requirements: Specific insurance obligations - include for high-value or high-risk products
5. Competition Restrictions: Non-compete and territorial restrictions - include if exclusive distribution rights are granted
6. Compliance with Laws: Specific regulatory compliance requirements - include for regulated industries
7. Product Warranties: Specific warranty terms - include for product sales
8. Force Majeure: Provisions for unforeseen circumstances - include based on risk assessment
9. Data Protection: Data handling and privacy requirements - include if personal data is processed
1. Schedule 1 - Products: Detailed list of products/services covered under the agreement
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Prices and Payment Terms: Detailed pricing structure, discounts, and payment terms
4. Schedule 4 - Minimum Purchase Requirements: Specific sales targets and minimum order quantities
5. Schedule 5 - Technical Specifications: Product specifications and quality standards
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using licensor's trademarks and branding
7. Schedule 7 - Service Level Requirements: Performance metrics and service standards
8. Appendix A - Approved Sub-distributors: List of approved sub-distributors if applicable
9. Appendix B - Marketing Guidelines: Specific marketing and promotional requirements
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