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Exclusive Distribution Contract
"I need an Exclusive Distribution Contract under Swiss law for our luxury watchmaking company to appoint a distributor in Southeast Asia starting March 2025, with strong IP protection clauses and anti-counterfeiting measures."
1. Parties: Identification and details of the supplier/manufacturer and the exclusive distributor
2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Express appointment of distributor as exclusive distributor and definition of territorial scope
5. Term and Termination: Duration of the agreement, renewal provisions, and termination circumstances
6. Supply of Products: Terms and conditions for ordering, delivery, and acceptance of products
7. Prices and Payment: Pricing structure, payment terms, and currency specifications
8. Minimum Purchase Requirements: Specified minimum purchase quantities or values that the distributor must meet
9. Marketing and Promotion: Distributor's obligations regarding marketing and promotion of products
10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information exchanged between parties
12. Non-Competition: Restrictions on competing activities during and after the agreement
13. Warranties and Indemnities: Product warranties and mutual indemnification provisions
14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. After-Sales Service: Required when the distributor must provide specific after-sales support or maintenance services
2. Training Requirements: Include when supplier must provide product or technical training to distributor
3. Insurance: Detailed insurance requirements when specific coverage levels are needed
4. Data Protection: Required when personal data processing is involved in the distribution relationship
5. Export Control: Include for products subject to export control regulations
6. Force Majeure: Optional broader force majeure provisions beyond standard Swiss law provisions
7. Anti-Corruption: Required for international distribution or when dealing with government entities
8. Change of Control: Include when restrictions on ownership changes are necessary
1. Schedule 1 - Products: Detailed list and specifications of products covered by the agreement
2. Schedule 2 - Territory: Detailed description or map of the exclusive territory
3. Schedule 3 - Prices: Price list and discount structure
4. Schedule 4 - Minimum Purchase Quantities: Detailed breakdown of minimum purchase requirements by period
5. Schedule 5 - Technical Requirements: Technical specifications and standards for product handling
6. Schedule 6 - Marketing Guidelines: Detailed marketing requirements and brand usage guidelines
7. Schedule 7 - Service Level Requirements: Specific performance metrics and service level requirements
8. Schedule 8 - Reporting Templates: Standard forms for regular reporting requirements
Authors
Consumer Goods
Industrial Manufacturing
Pharmaceuticals
Medical Devices
Technology Hardware
Automotive
Food and Beverage
Luxury Goods
Electronics
Chemical Products
Machinery and Equipment
Cosmetics and Personal Care
Sporting Goods
Fashion and Apparel
Legal
Commercial
Sales
Business Development
Supply Chain
Procurement
Compliance
International Trade
Operations
Distribution
Contract Management
Chief Commercial Officer
Sales Director
Business Development Manager
Commercial Lawyer
Legal Counsel
Contract Manager
Supply Chain Manager
Distribution Manager
General Counsel
Head of Sales
Chief Legal Officer
Regional Sales Manager
Export Manager
Channel Manager
Procurement Manager
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