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1. Parties: Identification of the supplier and dealer with full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the supplier's business and dealer's capabilities
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of dealer appointment and defined geographic territory for operations
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Dealer Obligations: Core responsibilities and commitments of the dealer
7. Supplier Obligations: Core responsibilities and commitments of the supplier
8. Ordering and Delivery: Process for placing orders and delivery terms
9. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
10. Intellectual Property: Usage rights and restrictions regarding trademarks and other IP
11. Confidentiality: Protection of confidential information exchanged between parties
12. Termination: Grounds for termination and termination procedures
13. Post-Termination: Obligations and rights of parties after agreement termination
14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Performance Targets: Minimum purchase or sales targets, used when supplier wants to ensure minimum performance levels
2. Marketing and Promotion: Marketing obligations and cost sharing, relevant when joint marketing efforts are required
3. Training Requirements: Details of required training programs, important for technical or complex products
4. Warranty and After-Sales Service: Warranty terms and service requirements, crucial for products requiring significant after-sales support
5. Insurance Requirements: Specific insurance coverage requirements, important for high-value or high-risk products
6. Non-Competition: Restrictions on dealing with competing products, used when exclusivity is important
7. Data Protection: Specific data handling requirements, necessary when significant customer data is involved
8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in uncertain markets
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory Map: Detailed definition and/or map of the authorized territory
3. Schedule 3 - Price List: Current pricing structure and dealer discounts
4. Schedule 4 - Performance Criteria: Detailed performance metrics and evaluation criteria
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Service Level Requirements: Detailed service standards and response times
7. Schedule 7 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding
8. Appendix A - Order Form Template: Standard form for placing orders
9. Appendix B - Reporting Templates: Required formats for periodic reporting
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