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The Supply And Distribution Agreement is essential for businesses looking to establish structured distribution networks in India. This document is typically used when a manufacturer or supplier wants to appoint a distributor to sell their products in specific territories within India. The agreement needs to carefully consider Indian legal requirements, including contract law, competition regulations, and GST implications. It's particularly important for foreign companies entering the Indian market through local distributors, as it helps establish clear operational frameworks while ensuring compliance with local regulations. The document covers crucial aspects such as exclusivity rights, minimum purchase commitments, pricing structures, marketing obligations, and compliance requirements. It's designed to protect both parties' interests while facilitating efficient product distribution in the Indian market context.

1. Parties: Identification of supplier and distributor with complete legal details

2. Background: Context of the agreement, including supplier's business, products, and distributor's capabilities

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Territory: Terms of distributor appointment and defined geographical territory

5. Supply Terms: Core terms governing the supply of products including ordering process, delivery terms

6. Pricing and Payment: Product pricing, payment terms, and price adjustment mechanisms

7. Obligations of Supplier: Supplier's duties including product quality, support, and training

8. Obligations of Distributor: Distributor's duties including sales targets, marketing, and customer service

9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement and termination provisions

12. Post-Termination: Rights and obligations after agreement ends

13. Liability and Indemnity: Risk allocation between parties

14. Force Majeure: Provisions for unforeseen circumstances

15. Governing Law and Dispute Resolution: Applicable law and dispute handling procedures

16. General Provisions: Standard boilerplate clauses including notices, amendments, etc.