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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement for my Australian software company to appoint distributors in New South Wales and Victoria, with specific provisions for SaaS product licensing and technical support requirements, starting from March 2025."
1. Parties: Identification and details of the supplier and distributor
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of the non-exclusive appointment and definition of the territory
5. Products: Description of products covered by the agreement
6. Term and Termination: Duration of the agreement and termination provisions
7. Distributor Obligations: Key responsibilities and obligations of the distributor
8. Supplier Obligations: Key responsibilities and obligations of the supplier
9. Ordering and Delivery: Process for ordering products and delivery terms
10. Prices and Payment: Pricing structure, payment terms, and related conditions
11. Intellectual Property: Protection and usage of trademarks, patents, and other IP
12. Confidentiality: Protection of confidential information
13. Warranties and Indemnities: Warranties provided by both parties and indemnification provisions
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Minimum Purchase Requirements: Include when specific purchase targets or quotas are required
2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required
3. Training and Support: Include when the supplier provides specific training or technical support
4. Non-Competition: Include when restricting distributor from competing activities
5. Insurance: Include when specific insurance requirements are needed
6. Quality Control: Include for products requiring specific quality standards or certifications
7. Reporting Requirements: Include when specific sales or inventory reporting is required
8. Sub-distributors: Include when the distributor may appoint sub-distributors
9. Product Returns: Include when specific return policies are needed
10. Force Majeure: Include when specific force majeure provisions are required
1. Schedule 1 - Products: Detailed list of products, including specifications and SKUs
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Prices: Price list and discount structure
4. Schedule 4 - Minimum Purchase Requirements: Specific targets or quotas if applicable
5. Schedule 5 - Service Level Agreement: Detailed service standards and metrics
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Technical Specifications: Detailed technical requirements and standards
Authors
Business Day
Commencement Date
Confidential Information
Delivery Point
Distributor
Distributor Mark
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Laws
Minimum Purchase Requirements
Order
Price
Products
Product Specifications
Purchase Order
Quarter
Related Body Corporate
Renewal Term
Representatives
Supplier
Supplier Marks
Term
Territory
Trade Marks
Technical Documentation
Working Hours
Year
Competition and Consumer Act
Consumer Law
Marketing Materials
Net Sales
Payment Terms
Quality Standards
Sales Report
Shipping Terms
Stock Levels
Sub-distributor
Territory
Non-Exclusivity
Term
Termination
Products
Ordering
Delivery
Price and Payment
Minimum Purchase Requirements
Marketing and Promotion
Intellectual Property
Confidentiality
Warranties
Indemnification
Insurance
Quality Control
Compliance with Laws
Record Keeping
Audit Rights
Force Majeure
Assignment
Sub-contracting
Non-Competition
Training and Support
Product Returns
Reporting Requirements
Stock Requirements
Title and Risk
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Relationship of Parties
Amendments
Counterparts
GST
Survival
Retail
Consumer Goods
Technology
Electronics
Automotive
Pharmaceuticals
Food and Beverage
Industrial Equipment
Fashion and Apparel
Construction Materials
Medical Devices
Software and Digital Products
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Compliance
Distribution
Channel Management
Commercial Director
Sales Manager
Business Development Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Distribution Manager
Chief Commercial Officer
Operations Manager
Procurement Manager
Channel Manager
Regional Sales Director
General Counsel
Compliance Officer
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