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Exclusive Reseller Agreement
"Need an Exclusive Reseller Agreement for our new software product line, granting exclusive distribution rights in Western Europe to a German reseller, with minimum annual purchase requirements of €500,000 and initial term starting January 2025."
1. Parties: Identification and details of the supplier and reseller
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights
4. Appointment and Territory: Terms of exclusive appointment and defined territorial scope
5. Rights and Obligations: Core responsibilities of both parties including sales conditions, reporting requirements
6. Products and Pricing: Description of products and pricing structure, including any discount mechanisms
7. Intellectual Property: IP rights, usage, and protection provisions
8. Term and Termination: Duration of agreement and circumstances for termination
9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Minimum Purchase Requirements: Specific sales targets or minimum order quantities required from the reseller
2. Marketing and Promotion: Marketing obligations, restrictions and brand usage requirements
3. Training Requirements: Staff training obligations and certification requirements
4. After-Sales Service: Support and warranty obligations for product maintenance
5. Data Protection: GDPR compliance and data handling requirements between parties
1. Schedule 1 - Product List: Detailed list of products covered by the agreement including specifications
2. Schedule 2 - Price List: Current pricing structure, discount mechanisms and payment terms
3. Schedule 3 - Territory Map: Detailed definition and map of exclusive territory
4. Schedule 4 - Service Level Agreement: Performance metrics, standards and response times
5. Schedule 5 - Marketing Guidelines: Brand usage rules and marketing requirements
6. Schedule 6 - Technical Specifications: Detailed product specifications and technical requirements
Authors
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Products
Purchase Price
Quarter
Renewal Term
Resale Price
Sales Report
Supplier's Marks
Term
Territory
Trade Marks
Working Day
Year
Marketing Materials
Minimum Stock Levels
Order
Purchase Order
Quality Standards
Related Parties
Service Levels
Specifications
Sub-distributors
Technical Documentation
End User
Delivery Point
Payment Terms
Business Plan
Exclusivity
Term and Duration
Supply Obligations
Ordering Process
Pricing and Payment
Minimum Purchase Requirements
Delivery
Title and Risk
Quality Standards
Intellectual Property
Trade Marks
Marketing and Promotion
Training
Confidentiality
Non-Competition
Warranties
Indemnification
Insurance
Force Majeure
Termination
Post-Termination Obligations
Assignment and Sub-contracting
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Dispute Resolution
Governing Law and Jurisdiction
Data Protection
Compliance with Laws
Anti-Bribery
Record Keeping
Audit Rights
Product Returns
Stock Requirements
After-Sales Service
Customer Support
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