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Master Distributor Agreement
"I need a Master Distributor Agreement for my Malaysian electronics manufacturing company appointing an exclusive distributor for our consumer electronics products in Southeast Asia, with a five-year term starting January 2025 and minimum annual purchase requirements."
1. Parties: Identification and details of the principal/supplier and the master distributor
2. Background: Context of the agreement, including brief description of the business relationship and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of appointment, exclusivity status, and defined territory for distribution
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distribution Rights and Obligations: Core rights and responsibilities of the distributor
7. Supplier's Rights and Obligations: Core rights and responsibilities of the supplier
8. Ordering and Supply Terms: Process for ordering, minimum purchase requirements, and delivery terms
9. Prices and Payment Terms: Pricing structure, payment conditions, and related financial terms
10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, patents, and other IP
11. Marketing and Promotion: Requirements and guidelines for marketing the products
12. Reporting and Records: Required reports, record-keeping obligations, and audit rights
13. Confidentiality: Protection and handling of confidential information
14. Termination: Grounds and process for termination of the agreement
15. Post-Termination: Rights and obligations of parties after termination
16. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Sub-Distributors: Terms for appointment and management of sub-distributors, include if sub-distribution is permitted
2. E-commerce Rights: Specific provisions for online sales channels, include if online distribution is relevant
3. Training Requirements: Specific training obligations and programs, include for technical or specialized products
4. After-Sales Service: Service and warranty obligations, include for products requiring technical support
5. Non-Compete: Restrictions on competing activities, include if competitive restrictions are desired
6. Performance Targets: Specific sales targets and consequences, include if performance-based conditions are required
7. Insurance Requirements: Specific insurance obligations, include for high-value or high-risk products
8. Compliance with Laws: Specific regulatory compliance requirements, include for regulated products or industries
1. Schedule 1 - Products: Detailed list of products covered by the agreement
2. Schedule 2 - Territory: Detailed description or map of the authorized distribution territory
3. Schedule 3 - Prices and Commercial Terms: Detailed pricing structure, discounts, and commercial terms
4. Schedule 4 - Minimum Purchase Requirements: Specific quantities or values of required purchases
5. Schedule 5 - Technical Specifications: Product specifications and technical requirements
6. Schedule 6 - Service Level Requirements: Detailed service standards and metrics
7. Schedule 7 - Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding
8. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements
9. Appendix B - Reporting Templates: Standard forms for required reports and documentation
Authors
Affiliate
Approved Sub-Distributor
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Effective Date
Force Majeure Event
Intellectual Property Rights
Initial Term
Licensed Marks
Minimum Purchase Requirement
Notice
Products
Purchase Order
Price List
Quality Standards
Quarter
Renewal Term
Revenue Target
Service Levels
Specifications
Supplier
Supply Terms
Territory
Term
Technical Documentation
Trade Marks
Working Hours
Territory
Exclusivity
Term
Renewal
Supply Terms
Pricing
Payment
Ordering
Delivery
Product Quality
Marketing
Intellectual Property
Confidentiality
Non-Competition
Performance Requirements
Audit Rights
Reporting
Sub-Distribution
Warranties
Indemnification
Insurance
Force Majeure
Termination
Post-Termination
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
Compliance
Data Protection
Anti-Corruption
Consumer Goods
Electronics and Technology
Automotive
Healthcare and Pharmaceuticals
Industrial Equipment
Food and Beverage
Fashion and Apparel
Construction Materials
Telecommunications
Agricultural Products
Chemical Products
Home Appliances
Legal
Sales
Commercial
Supply Chain
Operations
Business Development
Compliance
Distribution
Procurement
Finance
Marketing
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Supply Chain Manager
Distribution Manager
Legal Counsel
Contracts Manager
Operations Director
Channel Manager
Regional Sales Manager
Compliance Officer
Chief Operating Officer
Procurement Manager
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