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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement for my pharmaceutical company to appoint multiple distributors across Northern India, with specific quality control requirements and compliance with drug regulations, starting from March 2025."
1. Parties: Identification of the supplier and distributor with full legal names and addresses
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint non-exclusive distributor
3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Scope: Non-exclusive appointment, territory definition, and scope of distribution rights
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Orders and Supply: Process for ordering, minimum purchase requirements, delivery terms
7. Prices and Payment: Pricing structure, payment terms, and currency specifications
8. Obligations of Distributor: Distributor's duties, sales targets, marketing requirements, and reporting obligations
9. Obligations of Supplier: Supplier's commitments regarding product supply, support, and training
10. Intellectual Property Rights: Usage rights for trademarks, branding guidelines, and IP protection
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Indemnities: Product warranties, liability limitations, and indemnification provisions
13. Termination: Grounds for termination, notice periods, and post-termination obligations
14. General Provisions: Standard clauses including force majeure, notices, governing law, etc.
1. Product Training and Support: Detailed provisions for technical support and training - include when complex products are involved
2. Quality Control: Specific quality assurance requirements - include for regulated products or when maintaining specific standards is crucial
3. Marketing and Promotion: Detailed marketing obligations and cost-sharing - include when significant joint marketing is anticipated
4. Insurance Requirements: Specific insurance coverage requirements - include when dealing with high-value or high-risk products
5. Data Protection: Specific data handling and privacy requirements - include when personal data processing is involved
6. Anti-Corruption Compliance: Detailed anti-corruption provisions - include when dealing with government contacts or high-risk territories
7. Import/Export Compliance: Specific trade compliance obligations - include for international distribution arrangements
1. Schedule 1 - Products: Detailed list of products covered under the agreement with specifications
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Prices: Price list, discount structure, and price revision mechanisms
4. Schedule 4 - Minimum Purchase Requirements: Quarterly/annual minimum purchase quotas and targets
5. Schedule 5 - Technical Specifications: Detailed product specifications and quality standards
6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding
7. Appendix A - Reporting Templates: Standard forms for sales reports and forecasts
8. Appendix B - Service Level Requirements: Performance metrics and service level standards
Authors
Affiliate
Applicable Laws
Business Day
Commencement Date
Confidential Information
Distributor
Effective Date
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Products
Purchase Order
Quarter
Renewal Term
Sales Targets
Supplier
Supply Price
Territory
Term
Trademarks
Working Hours
Associated Companies
Authorized Sub-distributors
Competition Laws
Customer
End User
Marketing Materials
Performance Criteria
Product Specifications
Quality Standards
Retail Price
Sales Report
Technical Information
Trade Dress
Training Materials
Warranty Period
Non-Exclusivity
Territory
Product Supply
Ordering Process
Pricing
Payment Terms
Minimum Purchase Requirements
Performance Targets
Delivery
Title and Risk
Quality Control
Marketing and Promotion
Training
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Limitation of Liability
Force Majeure
Term
Termination
Post-Termination Obligations
Assignment
Compliance with Laws
Anti-Corruption
Data Protection
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
Amendments
Waiver
Relationship of Parties
Third Party Rights
Counterparts
Insurance
Record Keeping
Audit Rights
Consumer Goods
Electronics and Technology
Pharmaceuticals
Automotive
Industrial Equipment
Food and Beverage
Cosmetics and Personal Care
Textile and Apparel
Chemical Products
Construction Materials
Medical Devices
Software and Digital Products
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Compliance
Distribution
Procurement
Contract Management
Commercial Director
Sales Manager
Business Development Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Distribution Manager
Regional Sales Director
Chief Commercial Officer
Procurement Manager
Operations Manager
Compliance Officer
Channel Manager
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