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Intercompany Distribution Agreement
"Need an Intercompany Distribution Agreement for our UK parent company to distribute pharmaceutical products through our German subsidiary, with specific provisions for GDP compliance and minimum annual purchase requirements of €5M, to be effective from March 2025."
1. Parties: Identification of distributor and supplier entities
2. Background: Context of the distribution arrangement and commercial rationale
3. Definitions: Key terms used throughout the agreement including Products, Territory, and Technical Requirements
4. Appointment and Territory: Scope of distribution rights, geographical limitations, and exclusivity provisions
5. Supply Terms: Ordering process, delivery terms, pricing, and payment conditions
6. Obligations of Distributor: Key responsibilities including sales targets, reporting, and compliance requirements
7. Obligations of Supplier: Support, training, supply commitments, and quality assurance
8. Intellectual Property Rights: Usage of trademarks, branding guidelines, and IP protection measures
9. Term and Termination: Duration, renewal provisions, termination rights, and post-termination obligations
10. Liability and Indemnification: Risk allocation, limitations of liability, and indemnification provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Minimum Purchase Requirements: Specific volume commitments and consequences of failure to meet targets
2. Marketing Obligations: Marketing commitments, cost sharing, and promotional requirements
3. After-Sales Service: Service levels, warranty obligations, and customer support requirements
4. Non-Competition: Restrictions on competing activities during and after the agreement
5. Data Protection: Compliance with data protection laws and data handling requirements
1. Products Schedule: Comprehensive list of products covered by the agreement including specifications
2. Territory Schedule: Detailed description of geographical territory and any excluded areas
3. Price List: Current pricing, discount structure, and price review mechanisms
4. Service Level Agreement: Detailed performance metrics, KPIs, and service standards
5. Technical Specifications: Product specifications, quality standards, and technical requirements
6. Brand Guidelines: Detailed requirements for use of supplier's branding and marketing materials
Authors
Affiliate
Business Day
Commencement Date
Confidential Information
Control
Delivery Point
Delivery Terms
Effective Date
Force Majeure Event
Group
Group Company
Initial Term
Intellectual Property Rights
Laws
Minimum Purchase Requirements
Parent Company
Products
Product Specifications
Purchase Order
Quarter
Related Party
Subsidiary
Supply Terms
Territory
Term
Trade Marks
Transfer Pricing
VAT
Working Hours
Term and Duration
Supply Terms
Ordering Process
Delivery and Risk
Price and Payment
Transfer Pricing
Product Quality
Warranties
Distribution Rights
Minimum Purchase Requirements
Marketing and Promotion
Intellectual Property
Branding Requirements
Confidentiality
Data Protection
Record Keeping
Audit Rights
Non-Competition
Force Majeure
Termination
Post-Termination Obligations
Insurance
Compliance with Laws
Anti-Bribery
Assignment and Sub-Contracting
Variation
Notices
Entire Agreement
Severability
Governing Law
Dispute Resolution
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