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Master Distributor Agreement
"I need a Master Distributor Agreement for my medical devices company to appoint an exclusive distributor in Western Canada, including provisions for regulatory compliance, minimum purchase commitments of $2M annually, and rights to export to the US market starting March 2025."
1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and their intention to enter into a distribution relationship
3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Territory: Terms of distributor appointment, exclusivity/non-exclusivity, and definition of the geographic territory
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor Obligations: Core responsibilities of the distributor including sales targets, marketing requirements, and customer service standards
7. Supplier Obligations: Core responsibilities of the supplier including product supply, support, and training
8. Ordering and Delivery: Process for placing orders, lead times, delivery terms, and acceptance procedures
9. Prices and Payment: Pricing structure, payment terms, currency, and invoicing procedures
10. Intellectual Property: Protection and usage rights of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Grounds for termination, notice periods, and consequences of termination
13. General: Standard boilerplate clauses including notices, entire agreement, governing law, etc.
1. Minimum Purchase Requirements: Specific minimum purchase quantities or values, used when supplier wants to ensure certain volume commitments
2. Marketing and Promotion: Detailed marketing obligations and cost sharing, used when specific marketing commitments are required
3. Sub-Distributors: Rights and conditions for appointing sub-distributors, used when sub-distribution is permitted
4. Product Training: Detailed training requirements and procedures, used for technical or complex products
5. Non-Competition: Restrictions on distributing competing products, used in exclusive relationships
6. Data Protection: Specific data protection obligations, used when personal data processing is involved
7. Insurance: Specific insurance requirements, used when high-value or high-risk products are involved
8. Product Modification: Procedures for product modifications or customization, used for technical products
9. Import/Export: Specific import/export obligations, used for international distribution
1. Schedule A - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule B - Territory: Detailed description or map of the territory, including any excluded areas
3. Schedule C - Minimum Purchase Commitments: Detailed breakdown of minimum purchase requirements by period
4. Schedule D - Price List: Detailed price list including discounts and special terms
5. Schedule E - Service Level Requirements: Detailed service level requirements and KPIs
6. Schedule F - Trademark Usage Guidelines: Detailed guidelines for usage of supplier's trademarks
7. Schedule G - Technical Specifications: Detailed technical specifications and requirements for products
8. Schedule H - Marketing Requirements: Detailed marketing and promotion requirements and budgets
Authors
Manufacturing
Retail
Technology
Pharmaceuticals
Automotive
Consumer Goods
Industrial Equipment
Electronics
Food and Beverage
Construction Materials
Medical Devices
Software
Telecommunications
Legal
Commercial
Sales
Distribution
Supply Chain
Business Development
Operations
Procurement
Compliance
Channel Management
Chief Executive Officer
Commercial Director
Sales Director
Distribution Manager
Supply Chain Manager
Business Development Manager
Legal Counsel
Contract Manager
Operations Director
Chief Commercial Officer
Procurement Manager
Channel Manager
Regional Sales Manager
General Counsel
Chief Operating Officer
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