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Non Exclusive Distribution Agreement
1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and addresses
2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions
3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights
4. Appointment and Scope: Terms of distributor appointment, non-exclusive nature, and territorial scope
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Distributor Obligations: Core obligations including marketing, minimum purchase requirements, and reporting duties
7. Supplier Obligations: Supplier's commitments regarding 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 currency provisions
10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Competition and Territory Restrictions: Compliance with EU and Danish competition laws regarding territorial restrictions
13. Product Warranty and Liability: Warranty terms and allocation of product liability risks
14. Force Majeure: Provisions for handling unforeseen circumstances affecting performance
15. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Marketing and Promotion Requirements: Detailed marketing obligations when specific promotional commitments are required
2. Performance Targets: Specific sales targets and consequences of non-achievement, used when performance metrics are crucial
3. Training Requirements: Detailed training obligations when products require specific technical knowledge
4. After-Sales Service: Service obligations when products require maintenance or support
5. Non-Compete Obligations: Competition restrictions when allowed under applicable law and business needs
6. Data Protection: GDPR compliance provisions when personal data processing is involved
7. Import/Export Compliance: Special provisions when cross-border trade outside EU is contemplated
8. Insurance Requirements: Specific insurance obligations when high-value or high-risk products are involved
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Prices and Payment Terms: Price lists, discount structures, and detailed payment conditions
4. Schedule 4 - Minimum Purchase Requirements: Specific quantities or values of required purchases, if applicable
5. Schedule 5 - Technical Specifications: Detailed product specifications and technical requirements
6. Schedule 6 - Service Level Requirements: Performance metrics and service standards
7. Schedule 7 - Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks
8. Appendix A - Reporting Templates: Standard forms for required periodic reporting
Authors
Affiliate
Business Day
Commencement Date
Confidential Information
Competing Products
Customer
Delivery Point
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Laws
Minimum Purchase Requirements
Net Sales
Order
Products
Product Specifications
Purchase Price
Quarter
Renewal Term
Reports
Sales Forecast
Supplier Marks
Technical Documentation
Term
Territory
Trade Secrets
Working Hours
Year
Quality Standards
Regulatory Approvals
Marketing Materials
Distribution Channel
Service Level Requirements
Warranty Period
Incoterms
Purchase Order
Sub-distributor
End User
Gross Margin
Payment Terms
Delivery Terms
Contract Year
Commercial Terms
Market Share
Termination Date
Trademarks
Technical Support
Territory
Non-Exclusivity
Term
Termination
Supply Obligations
Purchase Obligations
Pricing
Payment Terms
Delivery
Performance Requirements
Marketing
Training
Quality Control
Product Warranty
Product Liability
Intellectual Property
Confidentiality
Non-Competition
Force Majeure
Compliance
Audit Rights
Insurance
Assignment
Sub-contracting
Notice
Governing Law
Dispute Resolution
Indemnification
Data Protection
Import/Export
Anti-Corruption
Reporting
Sales Targets
Stock Requirements
After-Sales Service
Product Returns
Trademark Usage
Amendment
Severability
Entire Agreement
Third Party Rights
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