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Exclusive Selling Agreement
"I need an Exclusive Selling Agreement for my Malaysian cosmetics manufacturing company to appoint a distributor for Southeast Asia, with minimum annual sales targets and marketing commitments, starting January 2025."
1. Parties: Identification and details of the supplier/manufacturer and the exclusive seller
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of exclusive appointment and definition of the geographical territory
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Rights and Obligations of the Seller: Detailed responsibilities and commitments of the exclusive seller
7. Rights and Obligations of the Supplier: Supplier's commitments regarding product supply and support
8. Pricing and Payment Terms: Product pricing structure, payment terms, and price adjustment mechanisms
9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP during the agreement
10. Confidentiality: Protection of confidential information exchanged between parties
11. Termination: Grounds for termination and termination procedures
12. Post-Termination Obligations: Obligations and restrictions after agreement ends
13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, entire agreement, etc.
1. Minimum Purchase Requirements: Used when the supplier requires minimum purchase quotas or targets
2. Marketing and Promotion: Include when specific marketing obligations are required from the seller
3. Training and Support: When the agreement includes supplier-provided training requirements
4. Quality Control: When specific quality standards must be maintained by the seller
5. Insurance Requirements: When specific insurance coverage is required for the seller
6. Non-Competition: When post-termination competition restrictions are needed
7. Regulatory Compliance: When dealing with regulated products or services
8. Force Majeure: When specific force majeure provisions beyond standard clauses are needed
9. Bank Guarantee: When financial security is required from the seller
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory Map: Detailed map or description of the exclusive territory
3. Schedule 3 - Price List: Current pricing structure and discount schemes
4. Schedule 4 - Performance Targets: Specific sales targets or KPIs if applicable
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Standard Operating Procedures: Procedures for ordering, delivery, and returns
7. Schedule 7 - Approved Sub-distributors: List of approved sub-distributors if permitted
8. Appendix A - Marketing Guidelines: Guidelines for brand usage and marketing materials
9. Appendix B - Warranty Terms: Detailed warranty terms and claims procedures
Authors
Business Day
Commencement Date
Confidential Information
Contract Year
Effective Date
Exclusive Territory
Force Majeure Event
Intellectual Property Rights
Minimum Purchase Requirement
Performance Targets
Products
Purchase Order
Quarter
Ringgit Malaysia
Seller
Selling Rights
Specifications
Supplier
Term
Trademark
Trade Secrets
Working Hours
Territory
Exclusivity
Term
Renewal
Performance Obligations
Supply Obligations
Pricing
Payment
Delivery
Quality Control
Intellectual Property
Confidentiality
Non-Competition
Representations and Warranties
Liability
Indemnification
Insurance
Force Majeure
Termination
Post-Termination
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Compliance with Laws
Record Keeping
Audit Rights
Marketing
Training
Reporting
Consumer Goods
Electronics
Automotive
Manufacturing
Food and Beverage
Pharmaceuticals
Industrial Equipment
Retail
Technology
Healthcare
Construction Materials
Fashion and Apparel
Chemicals
Telecommunications
Legal
Commercial
Sales
Business Development
Supply Chain
Procurement
Compliance
Operations
Distribution
Corporate Affairs
International Trade
Contract Management
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Distribution Manager
Chief Commercial Officer
Regional Sales Manager
Supply Chain Manager
Procurement Manager
General Manager
Country Manager
Managing Director
Chief Executive Officer
Legal Manager
Compliance Officer
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