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1. Parties: Identification of supplier and distributor with full legal names and registration details
2. Background: Context of the agreement, including supplier's business, products, and distribution arrangement objectives
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Appointment and Territory: Scope of distributor's appointment and defined territory for distribution rights
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Supply Obligations: Supplier's obligations regarding product supply, quality, and delivery
7. Distribution Rights and Obligations: Distributor's rights and responsibilities in distributing products
8. Ordering and Delivery: Process for placing orders, lead times, and delivery terms
9. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
10. Performance Targets: Minimum purchase requirements and performance metrics
11. Marketing and Promotion: Requirements for marketing the products and use of trademarks
12. Intellectual Property Rights: Protection and usage of IP, including trademarks and patents
13. Confidentiality: Protection of confidential information and trade secrets
14. Warranties and Indemnities: Product warranties and mutual indemnification provisions
15. Termination: Grounds for termination and termination procedures
16. Post-Termination: Rights and obligations after agreement ends
17. General Provisions: Standard legal provisions including notices, assignment, and governing law
1. Exclusivity Provisions: Used when granting exclusive distribution rights, including conditions and exceptions
2. Product Registration: Required for regulated products needing registration with Malaysian authorities
3. Training and Support: Include when supplier must provide technical training or ongoing support
4. Import/Export Requirements: Necessary for international distribution arrangements
5. Storage and Handling Requirements: Essential for perishable goods or products requiring special handling
6. Sub-Distribution Rights: Include if distributor is permitted to appoint sub-distributors
7. Insurance Requirements: Detailed insurance obligations beyond standard coverage
8. Customer Service Standards: When specific customer service levels must be maintained
9. Digital Platform Integration: For distribution arrangements involving e-commerce or digital platforms
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Prices and Payment Terms: Detailed pricing structure, discounts, and payment conditions
4. Schedule 4 - Performance Targets: Specific sales targets, KPIs, and measurement criteria
5. Schedule 5 - Technical Specifications: Product technical details and quality standards
6. Schedule 6 - Marketing Guidelines: Detailed marketing requirements and brand usage guidelines
7. Schedule 7 - Service Level Requirements: Specific service standards and response times
8. Schedule 8 - Approved Sub-distributors: List of approved sub-distributors if applicable
9. Appendix A - Order Form Template: Standard form for placing product orders
10. Appendix B - Returns Policy: Procedures for handling product returns and claims
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