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Master Distributor Agreement
1. Parties: Identification of the contracting parties including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions for the distribution relationship
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of distributor appointment, territorial limitations, and exclusivity status
5. Distributor Obligations: Core responsibilities including sales targets, marketing efforts, reporting requirements, and service standards
6. Supplier Obligations: Responsibilities including product supply, support, training, and marketing assistance
7. Ordering and Delivery: Procedures for ordering products, delivery terms, and lead times
8. Prices and Payment: Pricing structure, payment terms, currency, and invoicing procedures
9. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP, including restrictions and protections
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal provisions, and termination circumstances
12. Post-Termination: Obligations and rights after agreement termination
13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
14. Force Majeure: Provisions for handling events beyond parties' reasonable control
15. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and governing law
1. Minimum Purchase Requirements: Include when specific purchase quotas or targets are required, detailing minimum order quantities and consequences of non-achievement
2. Sub-Distributors: Include when the distributor is permitted to appoint sub-distributors, detailing approval processes and controls
3. E-commerce Provisions: Include when online sales are permitted, specifying requirements for websites and online marketing
4. Competition Restrictions: Include when non-compete obligations are needed, ensuring compliance with EU competition law
5. Product Modifications: Include when distributor is allowed to modify products, detailing approval processes and liability
6. Insurance Requirements: Include when specific insurance coverage is required from the distributor
7. Data Protection: Include detailed GDPR compliance provisions when significant personal data processing is involved
8. Quality Control: Include when specific quality standards must be maintained, especially for technical or regulated products
9. Training Requirements: Include when specific training programs are mandatory for distributor's staff
10. Warranty Handling: Include detailed warranty procedures when distributor handles warranty claims
1. Products Schedule: List of products covered by the agreement, including specifications and prices
2. Territory Schedule: Detailed description of geographical territory and any excluded areas
3. Commercial Terms: Detailed pricing structures, discounts, rebates, and payment terms
4. Performance Targets: Specific sales targets, KPIs, and measurement criteria
5. Technical Requirements: Technical specifications, quality standards, and compliance requirements
6. Marketing Guidelines: Brand guidelines, marketing requirements, and approved marketing materials
7. Service Level Agreement: Detailed service standards, response times, and performance metrics
8. Warranty Terms: Detailed warranty terms, claims procedures, and service requirements
9. Approved Sub-distributors: List of approved sub-distributors if applicable
10. Contact Details: Key contact persons and escalation procedures for both parties
Authors
Affiliate
Authorized Sub-distributor
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Distributor Net Price
End User
Force Majeure Event
Intellectual Property Rights
Initial Term
Marketing Materials
Minimum Purchase Requirements
Notice
Order
Products
Product Specifications
Performance Targets
Quarter
Recommended Retail Price
Renewal Term
Reports
Sales Forecast
Supplier
Supplier's Marks
Services
Sub-distributor Agreement
Territory
Term
Technical Documentation
Trade Marks
Training Materials
VAT
Warranty Period
Working Hours
Year
Personal Data
Data Protection Laws
Applicable Laws
Quality Standards
Competitive Products
Contract Year
Effective Date
Group
Payment Terms
Purchase Order
Restricted Information
Storage Requirements
Territory
Exclusivity
Term
Product Supply
Ordering Process
Delivery
Pricing
Payment
Taxes
Performance Obligations
Marketing
Training
Support Services
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Sub-Distribution Rights
Quality Control
Compliance
Audit Rights
Warranties
Liability
Indemnification
Insurance
Force Majeure
Termination
Post-Termination
Assignment
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Anti-Corruption
Export Control
Product Returns
Stock Requirements
Reporting
Business Reviews
Record Keeping
Personnel
Product Modification
Recall Procedures
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