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1. Parties: Identification of the issuing company and the distributor, including their registered details and company numbers
2. Background: Context of the agreement, including the company's intention to distribute its stocks and the distributor's qualifications
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Terms of the distributor's appointment, territory, and exclusivity status
5. Regulatory Compliance: Obligations regarding compliance with SFC regulations and other applicable laws
6. Distribution Terms: Specific terms of the stock distribution, including allocation, pricing, and distribution methods
7. Representations and Warranties: Key promises and guarantees made by both parties
8. Commissions and Fees: Structure of compensation, including commission rates and payment terms
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Confidentiality: Provisions for handling confidential information
11. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction provisions
1. Non-Competition: Restrictions on distributor's ability to distribute competing stocks, used when exclusivity is important
2. Marketing and Promotion: Requirements for marketing the stocks, included when distributor has promotional responsibilities
3. Minimum Performance Requirements: Specific targets or quotas for the distributor, used in performance-based arrangements
4. Training and Support: Details of training provided to distributor's staff, included when technical knowledge is required
5. Insurance Requirements: Specific insurance obligations, included when higher risk levels are involved
6. Data Protection: Detailed data handling requirements, included when significant personal data processing is involved
7. Force Majeure: Provisions for unforeseen circumstances, included in longer-term arrangements
1. Schedule 1 - Stock Details: Detailed description of the stocks being distributed, including class, rights, and restrictions
2. Schedule 2 - Commission Structure: Detailed breakdown of commission rates, calculations, and payment terms
3. Schedule 3 - Territory Definition: Detailed description of geographical or market segments covered
4. Schedule 4 - Compliance Requirements: Specific regulatory requirements and compliance procedures
5. Schedule 5 - Due Diligence Requirements: Required procedures for customer verification and documentation
6. Appendix A - Required Forms: Standard forms and documentation required for stock distribution
7. Appendix B - Marketing Guidelines: Guidelines for promotional materials and activities
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