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Exclusive Supplier Agreement
1. Parties: Identification and details of the supplier and buyer, including company registration numbers
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Exclusivity Obligations: Terms of exclusive supply arrangement and territorial scope
5. Supply Obligations: Detailed obligations of the supplier regarding product supply
6. Order and Delivery Process: Procedures for ordering, delivery timeframes, and logistics
7. Quality Requirements: Product specifications, quality standards, and quality control procedures
8. Pricing and Payment Terms: Pricing structure, payment terms, invoicing, and price adjustment mechanisms
9. Term and Termination: Duration of agreement and grounds for termination
10. Warranties and Indemnities: Product warranties and mutual indemnification provisions
11. Intellectual Property Rights: Ownership and usage rights of relevant IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Force Majeure: Circumstances excusing performance and related procedures
14. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices
1. Minimum Purchase Requirements: Used when buyer commits to minimum purchase volumes
2. Marketing and Promotion: Include when parties have specific marketing obligations or restrictions
3. Storage and Warehousing: Required when specific storage conditions or warehousing arrangements apply
4. Insurance Requirements: Detailed insurance obligations beyond standard coverage
5. Environmental Compliance: Include for products with environmental impact or regulations
6. Data Protection: Required when personal data processing is involved
7. Export Control: Include for international supply arrangements
8. Product Development: Used when parties collaborate on product development
9. Training and Support: Include when supplier must provide training or technical support
10. Sustainability Requirements: Used when specific sustainability or ESG requirements apply
1. Schedule 1 - Product Specifications: Detailed technical specifications of products
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Order and Delivery Procedures: Detailed procedures for ordering and delivery
5. Schedule 5 - Quality Control Procedures: Detailed quality control and testing procedures
6. Schedule 6 - Approved Sub-contractors: List of approved sub-contractors if applicable
7. Schedule 7 - Territory Definition: Detailed description of territorial scope
8. Appendix A - Form of Purchase Order: Standard form for placing orders
9. Appendix B - Contact Details: Key contact persons and communication protocols
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