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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement under Swiss law for a medical devices manufacturer appointing multiple distributors across European markets, with specific focus on regulatory compliance and quality control requirements, to be effective from March 2025."
1. Parties: Identification and details of the supplier/manufacturer and distributor
2. Background: Context of the agreement and brief description of the parties' businesses
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Non-exclusive appointment of distributor and definition of territory
5. Products: Description of products covered by the agreement and conditions for modifications
6. Orders and Delivery: Process for ordering, delivery terms, and acceptance procedures
7. Prices and Payment: Pricing structure, payment terms, and currency specifications
8. Obligations of the Supplier: Supplier's commitments including product supply, support, and training
9. Obligations of the Distributor: Distributor's commitments including marketing, minimum purchases, and reporting
10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and termination provisions
13. Post-Termination: Rights and obligations after agreement termination
14. General Provisions: Standard clauses including notices, amendments, and assignment
15. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
1. Minimum Purchase Requirements: Specific minimum purchase obligations, used when supplier requires volume commitments
2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, used for complex marketing relationships
3. Training and Support: Specific training and technical support provisions, important for technical products
4. Non-Compete: Non-competition obligations, used when additional competitive restrictions are needed
5. Product Warranty: Detailed warranty terms, used for products requiring specific warranty arrangements
6. Insurance: Specific insurance requirements, important for high-value or high-risk products
7. Data Protection: Detailed data protection provisions, necessary when significant personal data processing is involved
8. Compliance with Laws: Specific regulatory compliance requirements, important for regulated products
9. Force Majeure: Detailed force majeure provisions, important for international distribution
10. Anti-Corruption: Anti-corruption and compliance provisions, important for international distribution
1. Schedule 1 - Products: Detailed list of products, specifications, and prices
2. Schedule 2 - Territory: Detailed definition of geographic territory and any exclusions
3. Schedule 3 - Minimum Purchase Quantities: Specific minimum purchase requirements and targets
4. Schedule 4 - Technical Specifications: Detailed technical specifications of products
5. Schedule 5 - Service Level Agreement: Support and service level commitments
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
7. Schedule 7 - Reporting Requirements: Templates and requirements for periodic reporting
8. Schedule 8 - Price List: Current price list and discount structure
9. Appendix A - Standard Terms and Conditions: Standard terms and conditions of sale
10. Appendix B - Quality Standards: Quality control and product handling requirements
Authors
Affiliate
Business Day
Confidential Information
Commencement Date
Competing Products
Customer
Delivery Point
Distributor
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Price List
Quarter
Renewal Term
Reports
Supplier
Supply Terms
Territory
Term
Technical Documentation
Trademarks
Working Hours
Year
Quality Standards
Marketing Materials
Regulatory Approvals
Sales Forecast
Service Levels
Permitted Sub-distributors
End User
Purchase Price
Warranty Period
Commercial Terms
Delivery Terms
Payment Terms
Territory
Non-Exclusivity
Term
Termination
Products
Ordering
Delivery
Price and Payment
Minimum Purchase Requirements
Performance Obligations
Marketing
Training
Support
Quality Control
Warranties
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Force Majeure
Liability
Indemnification
Insurance
Compliance
Anti-Corruption
Assignment
Sub-Contracting
Notice
Amendments
Severability
Entire Agreement
Waiver
Governing Law
Dispute Resolution
Product Returns
Reporting
Audit Rights
Best Efforts
Stock Requirements
Business Records
Customer Service
Export Control
Product Modification
Regulatory Compliance
Manufacturing
Consumer Goods
Technology
Pharmaceuticals
Industrial Equipment
Automotive
Electronics
Food and Beverage
Chemicals
Medical Devices
Retail
Software
Telecommunications
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Compliance
Finance
International Trade
Distribution
Channel Management
Chief Commercial Officer
Sales Director
Business Development Manager
Legal Counsel
Commercial Manager
Supply Chain Manager
Distribution Manager
Contract Manager
Operations Director
Channel Manager
General Counsel
Chief Executive Officer
Procurement Manager
Regional Sales Manager
Export Manager
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