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Non Resale Agreement
"I need a Non Resale Agreement for our new enterprise software solution, preventing customers from reselling our product internationally, with special attention to data protection requirements and cloud deployment restrictions, to be effective from March 1, 2025."
1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details
2. Background: Context of the agreement, relationship between parties, and purpose of the non-resale restrictions
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Authorized Use, etc.
4. Scope of Agreement: Specific products or services covered by the non-resale restrictions
5. Non-Resale Obligations: Core restrictions and specific prohibited activities regarding resale of products
6. Authorized Use: Permitted uses of the products and any limitations on their application
7. Compliance Requirements: Obligations to ensure compliance with the non-resale restrictions
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Consequences of Breach: Remedies and consequences for violating the non-resale obligations
10. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and notices
1. Monitoring and Reporting: Requirements for tracking and reporting product usage when enhanced oversight is needed
2. Audit Rights: Right to audit compliance with non-resale obligations, included for high-value or sensitive products
3. Export Control: Additional restrictions related to export regulations, needed for international transactions
4. Confidentiality: Provisions for protecting confidential information, included when sensitive information is shared
5. Insurance Requirements: Insurance obligations, included for high-risk products or applications
6. Product Support: Terms for technical support or maintenance, included for technical products
7. Training Requirements: Obligations for product training, included for complex products or specific use cases
1. Schedule 1 - Products: Detailed list of products subject to non-resale restrictions
2. Schedule 2 - Territory: Geographic scope where the non-resale restrictions apply
3. Schedule 3 - Authorized Uses: Detailed description of permitted uses and applications
4. Schedule 4 - Compliance Procedures: Specific procedures and requirements for ensuring compliance
5. Appendix A - Contact Details: Key contacts for notices, support, and compliance matters
6. Appendix B - Reporting Forms: Standard forms for any required reporting or documentation
Authors
Authorized Purpose
Authorized Use
Authorized User
Confidential Information
Effective Date
End User
Force Majeure
Group Company
Intellectual Property Rights
Licensed Location
Party/Parties
Products
Purchase Order
Restricted Activities
Resale
Specifications
Supplier
Term
Territory
Third Party
Trade Secrets
Working Day
Affiliate
Business Hours
Delivery Location
Documentation
Material Breach
Personnel
Purchase Price
Quality Standards
Related Entity
Technical Information
Transfer
Definitions
Scope of Agreement
Non-Resale Obligations
Authorized Use
Delivery
Price and Payment
Title and Risk
Quality Requirements
Compliance
Audit Rights
Record Keeping
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Liability Limitation
Force Majeure
Term and Duration
Termination
Consequences of Termination
Assignment
Amendments
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Manufacturing
Technology
Pharmaceuticals
Medical Devices
Luxury Goods
Automotive
Electronics
Chemical Industry
Industrial Equipment
Scientific Equipment
Defense
Aerospace
Legal
Procurement
Sales
Compliance
Supply Chain
Commercial
Distribution
Product Management
Regulatory Affairs
Operations
Legal Counsel
Procurement Manager
Sales Director
Compliance Officer
Contract Manager
Supply Chain Manager
Business Development Manager
Commercial Director
Distribution Manager
Product Manager
Regulatory Affairs Manager
Operations Director
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