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1. Parties: Identification of the supplier/manufacturer and the exclusive importer, including full legal names and registered addresses
2. Background: Context of the agreement, including supplier's ownership of products and importer's desire to obtain exclusive rights
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.
4. Grant of Rights: Explicit grant of exclusive importation and distribution rights, including territorial scope
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Orders and Supply: Process for ordering products, minimum purchase requirements, and delivery terms
7. Prices and Payment: Pricing structure, payment terms, and currency specifications
8. Obligations of the Importer: Key responsibilities including marketing, maintaining inventory, and meeting sales targets
9. Obligations of the Supplier: Responsibilities regarding product supply, quality, and support
10. Quality Control: Product standards, quality assurance, and inspection rights
11. Intellectual Property: Use of trademarks, patents, and other IP rights
12. Confidentiality: Protection of confidential information and trade secrets
13. Termination: Grounds for termination and consequences
14. General Provisions: Standard clauses including governing law, dispute resolution, and force majeure
1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements, used when specific marketing commitments are needed
2. After-Sales Service: Requirements for product support and warranty services, important for technical or complex products
3. Non-Competition: Restrictions on competing products, used when exclusivity needs additional protection
4. Performance Guarantees: Parent company or bank guarantees, used for high-value agreements or with new business partners
5. Insurance: Specific insurance requirements, important for high-risk or high-value products
6. Training and Support: Technical training and support provisions, necessary for complex products
7. Customs and Compliance: Specific customs clearance responsibilities, used when importing regulated products
8. Data Protection: Specific data handling requirements, important when customer data is involved
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of the geographical territory and any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities and values
4. Schedule 4 - Price List: Detailed pricing structure, including any volume discounts
5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures
6. Schedule 6 - Trademark Usage Guidelines: Rules and specifications for using supplier's trademarks
7. Appendix A - Reporting Requirements: Ƶ and timing for sales and inventory reports
8. Appendix B - Technical Specifications: Detailed technical information about the products
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