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Exclusive Dealing Contract
1. Parties: Identification of the supplier/manufacturer and the exclusive dealer, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including the supplier's business, dealer's expertise, and rationale for exclusive arrangement
3. Definitions: Key terms used throughout the agreement, including Territory, Products, Intellectual Property Rights, etc.
4. Appointment and Scope: Terms of exclusive appointment, territorial scope, and product range covered
5. Duration and Termination: Contract term, renewal provisions, and termination circumstances
6. Exclusivity Obligations: Detailed terms of exclusivity, including restrictions on both parties
7. Supply Terms: Conditions for ordering, pricing, delivery, and payment
8. Performance Requirements: Minimum purchase quantities, sales targets, and performance metrics
9. Marketing and Promotion: Requirements for marketing, advertising, and promotion of products
10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Compliance: Obligations to comply with laws, particularly competition laws
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Training and Support: Include when supplier provides significant technical support or training
2. Stock Requirements: Include when specific inventory levels must be maintained
3. After-Sales Service: Include when dealer must provide specific after-sales support
4. Non-Compete: Include when additional competition restrictions are needed (subject to legal review)
5. Digital Rights: Include when online sales and digital presence are significant
6. Force Majeure: Include when specific events beyond control need detailed treatment
7. Insurance Requirements: Include when specific insurance coverage is required
8. Data Protection: Include when personal data processing is involved
9. Change of Control: Include when ownership changes need special treatment
1. Product Schedule: Detailed list of products covered by the agreement
2. Territory Definition: Detailed description or map of exclusive territory
3. Price List: Current prices and discount structures
4. Performance Metrics: Detailed KPIs and measurement methods
5. Technical Requirements: Specific technical or quality standards to be maintained
6. Marketing Guidelines: Detailed marketing and branding requirements
7. Service Level Agreement: Specific service standards and response times
8. Approved Sub-dealers: List of approved sub-dealers if sub-dealing is permitted
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