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1. Parties: Identification and details of the supplier and the distributor
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint exclusive distributor
3. Definitions: Defined terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Territory: Grant of exclusive distribution rights and definition of the geographical territory
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor Obligations: Core responsibilities including minimum purchase requirements, marketing efforts, and reporting obligations
7. Supplier Obligations: Responsibilities including product supply, support, and training
8. Ordering and Delivery: Process for ordering products, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, and currency specifications
10. Intellectual Property Rights: Protection and permitted usage of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Grounds for termination and consequences
13. Post-Termination Obligations: Obligations and restrictions after agreement ends
14. General Provisions: Standard clauses including notices, assignment, governing law, and dispute resolution
1. Non-Competition: Restrictions on distributor engaging in competing business - include when exclusivity is critical
2. Product Registration: Requirements for local product registration - include for regulated products like pharmaceuticals
3. Performance Guarantees: Specific performance targets and consequences - include when metrics-based performance is crucial
4. Sub-Distributors: Rights and conditions for appointing sub-distributors - include when sub-distribution may be needed
5. Insurance: Specific insurance requirements - include for high-value or high-risk products
6. Data Protection: Specific data handling requirements - include when personal data processing is involved
7. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-value agreements
8. Marketing and Promotion: Detailed marketing obligations and restrictions - include when brand control is crucial
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Schedule 2 - Territory: Detailed description of geographical territory, including any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Specific targets for minimum purchase quantities or values
4. Schedule 4 - Technical Requirements: Technical specifications, quality standards, and compliance requirements
5. Schedule 5 - Trademark Usage Guidelines: Specific rules and guidelines for using supplier's trademarks
6. Schedule 6 - Service Level Requirements: Performance metrics, reporting requirements, and service standards
7. Schedule 7 - Commission Structure: Detailed breakdown of commission rates and calculation methods
8. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, returns, and warranty claims
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