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Exclusive Reseller Agreement
"I need an Exclusive Reseller Agreement for my Swiss medical device company to appoint a distributor in Germany, with specific provisions for regulatory compliance and minimum quarterly purchase requirements starting from March 2025."
1. Parties: Identification and details of the supplier and the exclusive reseller
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: Grant of exclusive reseller rights and definition of the territorial scope
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Reseller Obligations: Core responsibilities of the reseller including sales targets, marketing, and customer service
7. Supplier Obligations: Core responsibilities of the supplier including product supply, support, and training
8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Competition: Restrictions on competing activities during and after the agreement
13. Warranties and Indemnities: Product warranties and mutual indemnification provisions
14. Force Majeure: Provisions for handling events beyond parties' control
15. General Provisions: Standard legal provisions including notices, assignment, and amendments
16. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
1. Minimum Purchase Requirements: Used when the supplier requires minimum purchase volumes
2. Marketing and Promotion: Detailed marketing obligations when specific promotional activities are required
3. Training Requirements: When specific technical or sales training is mandatory
4. After-Sales Service: When the reseller must provide specific after-sales support
5. Insurance Requirements: When specific insurance coverage is required
6. Data Protection: When personal data processing is involved in the relationship
7. Import/Export Compliance: When products are traded across international borders
8. Anti-Corruption Compliance: When dealing with high-risk markets or government customers
9. Environmental Compliance: When products are subject to environmental regulations
1. Schedule 1 - Products: List of products covered by the agreement
2. Schedule 2 - Territory: Detailed description of the exclusive territory
3. Schedule 3 - Prices: Price list and discount structure
4. Schedule 4 - Minimum Purchase Targets: Quarterly/annual sales targets and minimum purchase requirements
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Service Level Agreement: Support and service standards
7. Schedule 7 - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding
8. Appendix A - Order Form Template: Standard form for placing product orders
9. Appendix B - Reporting Templates: Templates for regular sales and inventory reports
Authors
Agreement
Business Day
Confidential Information
Effective Date
Force Majeure Event
Intellectual Property Rights
Initial Term
Minimum Purchase Requirements
Net Sales
Products
Purchase Order
Quarter
Renewal Term
Resale Price
Sales Targets
Specifications
Supplier Marks
Term
Territory
Third Party
Working Hours
Applicable Laws
Authorized Users
Competition Laws
Customer
Delivery Point
End User
Launch Date
Marketing Materials
Order Confirmation
Payment Terms
Price List
Quality Standards
Reporting Period
Service Levels
Technical Documentation
Trade Marks
VAT
Warranty Period
Territory Definition
Term and Duration
Termination
Product Supply
Ordering Process
Delivery Terms
Pricing and Payment
Minimum Purchase Requirements
Performance Obligations
Sales Targets
Marketing and Promotion
Training and Support
Quality Control
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Warranties
Indemnification
Liability Limitation
Insurance
Force Majeure
Assignment
Subcontracting
Notices
Audit Rights
Compliance
Anti-Corruption
Export Control
Dispute Resolution
Governing Law
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Relationship of Parties
Technology
Consumer Goods
Industrial Manufacturing
Automotive
Electronics
Medical Devices
Pharmaceuticals
Software
Telecommunications
Luxury Goods
Food and Beverage
Machinery and Equipment
Chemical Products
Sporting Goods
Fashion and Apparel
Legal
Sales
Commercial
Business Development
Supply Chain
Operations
Compliance
Finance
Product Management
Distribution
Corporate Development
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Distribution Manager
Channel Manager
Sales Operations Manager
Supply Chain Manager
Compliance Officer
General Counsel
Chief Commercial Officer
Regional Sales Manager
Product Manager
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