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Exclusive Sales Agreement
"Need an Exclusive Sales Agreement for my Singapore-based medical device company to appoint a distributor in Malaysia, with minimum annual purchase requirements of SGD 500,000 and performance targets, starting March 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Scope: Terms of exclusive appointment and territorial scope
5. Term and Termination: Duration of agreement and termination provisions
6. Obligations of Seller: Seller's commitments and responsibilities
7. Obligations of Distributor: Distributor's commitments and responsibilities
8. Pricing and Payment Terms: Price structure, payment methods, and terms
1. Minimum Purchase Requirements: Specific volume commitments - use when seller requires minimum order quantities
2. Marketing and Promotion: Marketing obligations and responsibilities - use when specific marketing requirements exist
3. Training and Support: Training and technical support provisions - use for technical or complex products
4. Non-Compete Clause: Competitive restrictions - use when exclusivity extends to competitive activities
1. Product Schedule: List of products covered under the agreement
2. Territory Schedule: Detailed description of exclusive territory
3. Price List: Current pricing structure and terms
4. Performance Targets: Specific sales targets and metrics
5. Technical Specifications: Product specifications and requirements
Authors
Approved Products
Confidential Information
Commencement Date
Distributor
Effective Date
Exclusive Territory
Force Majeure
Initial Term
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Performance Targets
Products
Purchase Price
Quarter
Renewal Term
Seller
Specifications
Supplier
Term
Territory
Trade Marks
Working Day
Territory Restrictions
Term and Duration
Termination
Exclusivity
Supply Obligations
Minimum Purchase Requirements
Pricing and Payment
Delivery Terms
Quality Control
Performance Targets
Marketing and Promotion
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Force Majeure
Assignment
Compliance with Laws
Insurance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Waiver
Relationship of Parties
Training and Support
Record Keeping
Audit Rights
Product Returns
Sub-Distribution Rights
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