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1. Parties: Identification and details of the parties entering into the distribution partnership
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Appointment and Territory: Terms of distributor appointment and defined territorial boundaries
5. Rights and Obligations of Distributor: Comprehensive list of distributor's rights, responsibilities, and performance requirements
6. Rights and Obligations of Supplier: Detailed outline of supplier's commitments, support, and obligations
7. Product Orders and Delivery: Procedures for ordering, delivery timeframes, and logistics arrangements
8. Pricing and Payment Terms: Product pricing structure, payment terms, and related financial arrangements
9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement and conditions for termination
12. Post-Termination Obligations: Rights and obligations of parties after agreement termination
13. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Minimum Purchase Requirements: Specific minimum order quantities or values, used when supplier requires volume commitments
2. Marketing and Promotion: Specific marketing obligations and cost-sharing arrangements, included when parties share marketing responsibilities
3. Training and Support: Details of training programs and technical support, relevant for technical or complex products
4. Non-Competition: Restrictions on competing activities, included when exclusivity is important
5. Insurance Requirements: Specific insurance coverage requirements, important for high-value or high-risk products
6. Performance Targets: Specific sales targets and consequences of non-achievement, used for performance-based relationships
7. Sub-Distribution Rights: Rights and conditions for appointing sub-distributors, included when sub-distribution is permitted
8. Data Protection: Specific data handling and privacy requirements, essential when dealing with personal data
1. Schedule A - Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Schedule B - Territory: Detailed description and/or maps of the authorized distribution territory
3. Schedule C - Minimum Purchase Requirements: Detailed breakdown of minimum purchase quantities or values by period
4. Schedule D - Performance Targets: Specific sales targets and performance metrics
5. Schedule E - Commission Structure: Detailed commission calculations and payment terms
6. Schedule F - Technical Specifications: Technical requirements and standards for product handling and storage
7. Appendix 1 - Approved Marketing Materials: Ƶ and guidelines for marketing and promotional materials
8. Appendix 2 - Reporting Ƶ: Standard forms for regular reporting requirements
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