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Exclusive Dealing Contract
1. Parties: Identification of the supplier/manufacturer and the exclusive dealer, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including the supplier's business, dealer's expertise, and rationale for exclusive arrangement
3. Definitions: Key terms used throughout the agreement, including Territory, Products, Intellectual Property Rights, etc.
4. Appointment and Scope: Terms of exclusive appointment, territorial scope, and product range covered
5. Duration and Termination: Contract term, renewal provisions, and termination circumstances
6. Exclusivity Obligations: Detailed terms of exclusivity, including restrictions on both parties
7. Supply Terms: Conditions for ordering, pricing, delivery, and payment
8. Performance Requirements: Minimum purchase quantities, sales targets, and performance metrics
9. Marketing and Promotion: Requirements for marketing, advertising, and promotion of products
10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Compliance: Obligations to comply with laws, particularly competition laws
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Training and Support: Include when supplier provides significant technical support or training
2. Stock Requirements: Include when specific inventory levels must be maintained
3. After-Sales Service: Include when dealer must provide specific after-sales support
4. Non-Compete: Include when additional competition restrictions are needed (subject to legal review)
5. Digital Rights: Include when online sales and digital presence are significant
6. Force Majeure: Include when specific events beyond control need detailed treatment
7. Insurance Requirements: Include when specific insurance coverage is required
8. Data Protection: Include when personal data processing is involved
9. Change of Control: Include when ownership changes need special treatment
1. Product Schedule: Detailed list of products covered by the agreement
2. Territory Definition: Detailed description or map of exclusive territory
3. Price List: Current prices and discount structures
4. Performance Metrics: Detailed KPIs and measurement methods
5. Technical Requirements: Specific technical or quality standards to be maintained
6. Marketing Guidelines: Detailed marketing and branding requirements
7. Service Level Agreement: Specific service standards and response times
8. Approved Sub-dealers: List of approved sub-dealers if sub-dealing is permitted
Authors
Affiliate
Approved Sub-dealer
Business Day
Commencement Date
Confidential Information
Competition Laws
Customer
Effective Date
Event of Default
Exclusive Period
Force Majeure Event
Intellectual Property Rights
Initial Term
Minimum Purchase Requirements
Net Sales
Products
Product Specifications
Purchase Order
Quarter
Renewal Term
Sales Targets
Services
Supplier's Marks
Term
Territory
Trade Marks
Working Hours
Year
Marketing Materials
Performance Standards
Quality Standards
Reporting Period
Technical Documentation
Warranty Period
Territory Rights
Term and Duration
Supply Obligations
Purchase Obligations
Pricing and Payment
Delivery Terms
Performance Requirements
Marketing and Promotion
Quality Control
Intellectual Property
Confidentiality
Non-Competition
Compliance
Representations and Warranties
Termination Rights
Force Majeure
Liability and Indemnification
Insurance
Assignment and Sub-contracting
Dispute Resolution
Governing Law
Data Protection
Anti-Corruption
Record Keeping
Audit Rights
Notice Requirements
Amendment and Variation
Severability
Entire Agreement
Third Party Rights
Competition Law Compliance
Training and Support
Product Returns
Warranty Claims
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