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Resale Price Maintenance Agreement
"I need a Resale Price Maintenance Agreement for my luxury watches distribution business, where we'll be appointing authorized dealers in Hong Kong with minimum pricing requirements to protect our brand value and ensure high-quality customer service standards."
1. Parties: Identifies and defines the supplier/manufacturer and the reseller/distributor who are parties to the agreement
2. Background: Sets out the commercial context, including the supplier's business, distribution strategy, and legitimate business justifications for the RPM arrangement
3. Definitions: Defines key terms including Products, Recommended Resale Price, Minimum Resale Price, Territory, and other relevant terms
4. Appointment and Scope: Establishes the reseller's appointment, territory, and any exclusivity arrangements
5. Pricing Mechanism: Details the pricing structure, including wholesale prices and recommended/minimum resale prices
6. Compliance with Competition Law: Explicitly addresses competition law compliance and justifications for the RPM arrangement
7. Quality Standards and Brand Protection: Sets out requirements for maintaining product quality, brand reputation, and customer service standards
8. Term and Termination: Specifies the duration of the agreement and circumstances for termination
9. Consequences of Termination: Outlines what happens when the agreement ends, including handling of remaining stock
10. Confidentiality: Protects confidential information exchanged under the agreement
11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments
1. Marketing and Promotion: Include when the supplier wants to specify requirements for product marketing and promotional activities
2. Training Requirements: Include when products require specific technical knowledge or sales expertise
3. Non-Competition: Include when restricting the reseller from selling competing products
4. Performance Targets: Include when setting minimum sales targets or performance metrics
5. Online Sales Provisions: Include when the reseller will sell products through online channels
6. Audit Rights: Include when supplier requires right to audit reseller's compliance with pricing and quality standards
7. Insurance Requirements: Include when specific insurance coverage is required for high-value products
8. Data Protection: Include when parties will exchange customer or personal data
1. Product List: Detailed list of products covered by the agreement
2. Pricing Schedule: Comprehensive pricing information including wholesale prices, recommended retail prices, and minimum resale prices
3. Quality Standards: Detailed quality control requirements and procedures
4. Territory Definition: Detailed description of geographical territory and any excluded areas
5. Compliance Program: Details of the competition law compliance program and procedures
6. Service Level Requirements: Specific customer service and after-sales service standards
7. Reporting Templates: Standard forms for regular reporting of sales and pricing information
Authors
Authorized Outlet
Brand
Business Day
Commencement Date
Competing Products
Confidential Information
Customer
Discounted Price
Effective Date
Force Majeure Event
Group Company
Intellectual Property Rights
Loss
Minimum Purchase Quantity
Minimum Resale Price
Online Platform
Products
Product Specifications
Quality Standards
Recommended Resale Price
Related Company
Resale
Sales Period
Sales Report
Seller's Marks
Service Standards
Subsidiary
Supply Price
Territory
Term
Trade Marks
Working Hours
Scope
Term
Pricing
Minimum Resale Price
Recommended Resale Price
Competition Law Compliance
Quality Standards
Brand Protection
Product Supply
Ordering Process
Payment Terms
Delivery
Marketing and Promotion
Territory Restrictions
Non-Competition
Performance Requirements
Audit Rights
Reporting Obligations
Training Requirements
Customer Service
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Liability Limitation
Force Majeure
Termination
Consequences of Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
Luxury Goods
Electronics
Automotive
Pharmaceuticals
Designer Fashion
Premium Cosmetics
High-end Audio Equipment
Designer Furniture
Precision Equipment
Premium Watches and Jewelry
High-end Sports Equipment
Specialty Food and Beverages
Legal
Commercial
Sales
Compliance
Distribution
Retail Operations
Brand Management
Business Development
Supply Chain
Trade Marketing
Pricing
Commercial Director
Sales Director
Legal Counsel
Compliance Officer
Distribution Manager
Retail Operations Manager
Brand Manager
Channel Manager
Business Development Director
Supply Chain Manager
General Counsel
Chief Commercial Officer
Pricing Manager
Trade Marketing Manager
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