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1. Parties: Identification of the supplier and distributor, including full legal names, registration details, and principal places of business
2. Background: Context of the agreement, brief description of each party's business, and purpose of entering into the distribution arrangement
3. Definitions and Interpretation: Detailed definitions of key terms used throughout the agreement and rules of interpretation
4. Appointment and Territory: Terms of distributor appointment, exclusivity status, and defined territorial scope
5. Supply of Products: Terms governing the ordering, delivery, and acceptance of products
6. Prices and Payment: Pricing structure, payment terms, currency, and invoicing requirements
7. Obligations of Supplier: Supplier's commitments regarding product supply, quality, support, and training
8. Obligations of Distributor: Distributor's commitments regarding marketing, sales targets, customer service, and reporting
9. Intellectual Property Rights: Protection and permitted usage of trademarks, patents, and other IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal provisions, and termination circumstances
12. Post-Termination: Rights and obligations after agreement termination
13. Liability and Indemnity: Allocation of risks, limitation of liability, and indemnification provisions
14. Force Majeure: Provisions for handling events beyond parties' reasonable control
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
16. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
1. Product Development and Modifications: Include when the supplier regularly updates or modifies products, detailing notification and implementation procedures
2. Marketing and Promotion: Include when specific marketing requirements or cooperative advertising programs are needed
3. Training Requirements: Include when product complexity requires formal training programs for distributor's staff
4. Non-Competition: Include when restricting distributor from handling competing products
5. Data Protection: Include when personal data processing is significant part of the distribution relationship
6. Import/Export Compliance: Include for international distribution arrangements requiring specific compliance measures
7. Minimum Purchase Requirements: Include when imposing minimum order quantities or sales targets
8. Quality Control: Include when specific quality standards or certifications must be maintained
9. Insurance Requirements: Include when specific insurance coverage is required beyond standard business insurance
10. Anti-Corruption Compliance: Include for international arrangements or when dealing with government entities
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Minimum Purchase Quantities: Specific targets and minimum order requirements if applicable
4. Schedule 4 - Price List: Detailed pricing structure, discounts, and payment terms
5. Schedule 5 - Technical Specifications: Detailed technical requirements and quality standards
6. Schedule 6 - Service Level Agreement: Performance metrics and service standards
7. Schedule 7 - Trademark Usage Guidelines: Rules and requirements for use of supplier's trademarks
8. Schedule 8 - Report Ƶ: Standard forms for required periodic reports
9. Appendix A - Contact Details: Key contact information for both parties
10. Appendix B - Compliance Requirements: Specific regulatory and compliance requirements applicable to the territory
Consumer Goods
Electronics and Technology
Pharmaceutical and Healthcare
Food and Beverage
Automotive
Fashion and Apparel
Industrial Equipment
Cosmetics and Personal Care
Telecommunications
Medical Devices
Construction Materials
Software and Digital Products
Luxury Goods
Chemical Products
Sporting Goods
Legal
Commercial
Supply Chain
Procurement
Sales
Operations
Compliance
Business Development
Distribution
Quality Assurance
Logistics
Finance
Risk Management
Product Management
Chief Executive Officer
Commercial Director
Head of Supply Chain
Procurement Manager
Sales Director
Business Development Manager
Legal Counsel
Compliance Officer
Operations Director
Distribution Manager
Regional Sales Manager
Contract Manager
Supply Chain Analyst
Chief Operating Officer
Import/Export Manager
Product Manager
Quality Assurance Manager
Channel Development Manager
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