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1. Parties: Identifies and provides full details of the contracting parties including business registration numbers, addresses, and authorized representatives
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Agreement: Outlines the primary purpose and scope of the selling arrangement
5. Term and Termination: Specifies the duration of the agreement and circumstances for termination
6. Seller Obligations: Details the core responsibilities and commitments of the seller
7. Product Specifications: Defines the products or services to be sold under the agreement
8. Pricing and Payment Terms: Specifies pricing structure, payment methods, and payment timelines
9. Delivery and Logistics: Outlines delivery terms, shipping arrangements, and related responsibilities
10. Quality Standards: Establishes quality requirements and quality control processes
11. Warranties and Representations: States the warranties provided by the seller and representations made by both parties
12. Indemnification: Sets out the indemnification obligations of both parties
13. Confidentiality: Establishes obligations regarding confidential information
14. Dispute Resolution: Specifies 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 the agreement involves branded products or proprietary technology
2. Insurance Requirements: Include when specific insurance coverage is required from the seller
3. Exclusivity Arrangements: Include when the seller is granted exclusive rights or territories
4. Performance Metrics: Include when specific performance standards or KPIs need to be maintained
5. Training and Support: Include when the seller must provide training or ongoing support
6. Marketing and Promotion: Include when the agreement includes marketing obligations or restrictions
7. Compliance with Islamic Banking Principles: Include when the agreement needs to comply with Shariah law
8. Force Majeure: Include when specific force majeure provisions are needed beyond standard cases
9. Import/Export Compliance: Include for international trade arrangements
1. Schedule 1 - Product List: Detailed list of products with specifications and pricing
2. Schedule 2 - Service Level Agreement: Specific performance metrics and service standards
3. Schedule 3 - Territory Definition: Detailed description of authorized sales territories
4. Schedule 4 - Commission Structure: Detailed breakdown of commission calculations and payment terms
5. Schedule 5 - Quality Control Procedures: Detailed quality control processes and standards
6. Appendix A - Required Documentation: List of required certificates, permits, and documentation
7. Appendix B - Contact Details: Key contact information for both parties
8. Appendix C - Standard Operating Procedures: Detailed operational procedures and requirements
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