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Supply And Distribution Agreement
"I need a Supply and Distribution Agreement for my software company to appoint an exclusive distributor in France and Germany, with specific requirements for technical support and minimum annual sales targets of €2M per territory starting from March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Territory: Scope of distribution rights and geographical limitations
5. Supply Terms: Terms governing the supply of products including ordering process, delivery, and acceptance
6. Pricing and Payment: Price structure, payment terms, invoicing, and price adjustment mechanisms
7. Obligations of Supplier: Supplier's responsibilities including product quality, warranties, and support
8. Obligations of Distributor: Distributor's responsibilities including sales efforts, reporting, and compliance
9. Intellectual Property: IP rights, licensing terms, and brand usage guidelines
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration, renewal, termination rights, and post-termination obligations
12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Minimum Purchase Requirements: Minimum order quantities or values, applicable when supplier wants to ensure minimum sales volumes
2. Marketing and Promotion: Marketing obligations, restrictions, and cooperative advertising arrangements
3. Non-Compete: Restrictions on competing activities and exclusivity provisions
4. Training Requirements: Product training obligations and certification requirements
5. Data Protection: GDPR and data protection compliance obligations
6. Import/Export Compliance: Requirements for international trade compliance
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Price List: Comprehensive pricing information and structure
3. Schedule 3 - Territory Definition: Detailed description of geographical territory and any excluded areas
4. Schedule 4 - Service Level Agreement: Performance metrics, requirements, and response times
5. Schedule 5 - Technical Specifications: Product specifications, quality standards, and technical requirements
6. Schedule 6 - Trademark Usage Guidelines: Rules and requirements for using supplier's trademarks and branding
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