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1. Parties: Identification and details of the supplier and buyer
2. Background: Context and purpose of the exclusive supply arrangement
3. Definitions: Key terms used throughout the agreement including products, territory, and exclusivity terms
4. Supply Obligations: Core obligations of exclusive supply and purchase commitments, including exclusivity terms and territory restrictions
5. Pricing and Payment Terms: Price structure, payment terms, invoicing requirements, and price adjustment mechanisms
6. Term and Termination: Duration of agreement, renewal provisions, and grounds for termination
7. Quality Requirements: Product specifications, quality standards, and quality control procedures
8. Delivery and Logistics: Delivery terms, shipping arrangements, and risk transfer provisions
9. Warranties and Indemnities: Product warranties, supplier representations, and indemnification obligations
10. Governing Law and Jurisdiction: Choice of law, dispute resolution mechanisms, and jurisdiction provisions
1. Minimum Purchase Requirements: Specification of minimum purchase volumes, forecasting requirements, and consequences of shortfall
2. International Trade Provisions: Import/export requirements, customs clearance, and compliance with international trade laws
3. Force Majeure: Provisions for unforeseen circumstances affecting supply obligations
4. Intellectual Property Rights: Protection of IP rights, licensing terms, and confidentiality obligations
5. Change Control: Procedures for implementing changes to products, specifications, or contract terms
1. Schedule 1 - Product Specifications: Detailed technical specifications and requirements for products
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, volume-based discounts, and price adjustment mechanisms
3. Schedule 3 - Quality Control Procedures: Detailed quality control processes, testing requirements, and acceptance criteria
4. Schedule 4 - Delivery Schedule: Specific delivery timeframes, logistics requirements, and shipping terms
5. Schedule 5 - Service Levels: Performance metrics, response times, and service level requirements
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