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Supply And Distribution Agreement
1. Parties: Identification of the supplier and distributor, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including brief description of parties' businesses and purpose of the distribution arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of distributor's appointment, territorial limitations, and exclusivity provisions if any
5. Supply Obligations: Supplier's obligations regarding product supply, including ordering process, lead times, and delivery terms
6. Distribution Obligations: Distributor's core obligations including sales, marketing, and minimum purchase requirements
7. Prices and Payment: Pricing structure, payment terms, currency, and invoice requirements
8. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP, including licensing terms
9. Quality Control and Standards: Product quality requirements, compliance standards, and quality control procedures
10. Reporting and Records: Required reports, record-keeping obligations, and audit rights
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement, renewal provisions, and termination rights
13. Post-Termination: Obligations and rights following termination
14. General Provisions: Standard legal provisions including governing law, dispute resolution, and force majeure
1. Product Training: Required when products need specific technical knowledge or certification for sales
2. After-Sales Service: Include when distributor is responsible for warranty services or repairs
3. E-commerce Provisions: Required when distribution includes online sales channels
4. Compliance with Sanctions: Include for international distribution arrangements
5. Data Protection: Required when personal data processing is involved in the distribution relationship
6. Non-Competition: Include when restricting distributor from handling competing products
7. Insurance Requirements: Include when specific insurance coverage is required
8. Bank Guarantee: Include when financial security is required from distributor
9. Marketing Development Fund: Include when supplier provides marketing support funding
1. Products Schedule: Detailed list of products covered by the agreement, including specifications and prices
2. Territory Schedule: Detailed description of geographical territory and any excluded areas
3. Minimum Purchase Requirements: Schedule of minimum purchase quantities or values by period
4. Service Level Agreement: Detailed performance metrics and service standards
5. Marketing Guidelines: Specific requirements for marketing and promotion of products
6. Technical Specifications: Detailed technical requirements and standards for products
7. Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding
8. Commission Structure: Detailed breakdown of any commission or bonus schemes
9. Approved Sub-distributors: List of approved sub-distributors if permitted under the agreement
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