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1. Parties: Identification of the principal/supplier and the dealer with full legal names and addresses
2. Background: Context of the agreement, brief description of the business relationship and purpose
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Appointment and Scope: Terms of dealer appointment, territory definition, and exclusivity status
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Dealer Obligations: Core responsibilities of the dealer including sales targets, service standards, and reporting requirements
7. Principal's Obligations: Responsibilities of the principal including product supply, support, and training
8. Product Orders and Delivery: Process for ordering, delivery terms, and lead times
9. Prices and Payment Terms: Pricing structure, payment conditions, and credit terms
10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Compliance: Regulatory compliance requirements and ethical business practices
13. Warranties and Representations: Warranties regarding products and services
14. Liability and Indemnification: Limitation of liability and indemnification obligations
15. Termination: Grounds for termination and termination procedures
16. Post-Termination: Rights and obligations after agreement termination
17. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Marketing and Promotion: Specific requirements for marketing activities and cost sharing - include when dealer has significant marketing responsibilities
2. Training Requirements: Detailed training obligations and certification requirements - include for technical or complex products
3. After-Sales Service: Service and warranty handling procedures - include when dealer provides technical support or repairs
4. Insurance Requirements: Specific insurance coverage requirements - include for high-value products or high-risk activities
5. Non-Compete: Restrictions on competing activities - include when protecting market share is crucial
6. Data Protection: Specific data handling and privacy requirements - include when significant customer data is processed
7. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-value agreements
8. Environmental Compliance: Environmental standards and requirements - include for products with environmental impact
1. Schedule 1 - Products: List of authorized products and specifications
2. Schedule 2 - Territory: Detailed description of authorized sales territory
3. Schedule 3 - Pricing and Commission Structure: Detailed pricing terms, discount structures, and commission calculations
4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics
5. Schedule 5 - Technical Requirements: Technical specifications and standards for facilities and equipment
6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using principal's trademarks and branding
7. Schedule 7 - Reporting Ƶ: Standard forms for regular reporting requirements
8. Appendix A - Service Level Agreement: Detailed service standards and response times
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