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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the preferred supplier arrangement
3. Definitions: Key terms used throughout the agreement
4. Supply Obligations: Core obligations of the supplier including quality, quantity, and delivery terms
5. Pricing and Payment Terms: Price structure, payment schedule, and invoicing requirements
6. Term and Termination: Duration of agreement and termination provisions
7. Quality Requirements: Quality standards, specifications, and compliance requirements
8. Warranties and Representations: Standard warranties regarding products, services, and general business operations
9. Liability and Indemnification: Allocation of risks and responsibilities between parties
10. Confidentiality: Protection of confidential information exchanged during the relationship
1. Exclusivity Provisions: Terms regarding exclusive supply arrangements, used when parties agree to exclusive or semi-exclusive arrangements
2. Volume Commitments: Minimum purchase or supply obligations, used when specific volume guarantees are required
3. International Trade Provisions: Import/export requirements and compliance, used when cross-border supply is involved
4. Force Majeure: Provisions for unforeseen circumstances preventing performance, used when specific risk allocation is needed
5. Intellectual Property Rights: Protection and licensing of IP, used when IP transfer or licensing is involved
1. Schedule 1 - Product Specifications: Detailed technical specifications of products/services
2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts
3. Schedule 3 - Service Level Agreement: Performance metrics and service standards
4. Schedule 4 - Quality Control Procedures: Detailed quality assurance processes
5. Schedule 5 - Delivery Schedule: Specific delivery requirements and timeframes
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