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Commission Distribution Agreement
1. Parties: Identification and details of the Principal and the Distributor, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions in entering this distribution relationship
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of distributor's appointment, definition of territorial boundaries, and exclusivity status
5. Products: Description of products covered by the agreement and process for adding/removing products
6. Commission Structure: Detailed explanation of commission calculations, rates, and payment terms
7. Obligations of the Principal: Principal's duties including product supply, support, training, and marketing materials
8. Obligations of the Distributor: Distributor's duties including sales efforts, reporting, and compliance with guidelines
9. Sales Targets: Minimum performance requirements and consequences of not meeting targets
10. Intellectual Property Rights: Protection and usage rights of trademarks, logos, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement, renewal terms, and termination provisions
13. Post-Termination: Obligations and rights of parties after agreement ends
14. General Provisions: Standard legal clauses including governing law, notices, and amendments
1. Non-Competition: Restrictions on distributor's ability to represent competing products - include when exclusivity is important
2. Data Protection: GDPR compliance provisions - include when personal data processing is involved
3. Insurance: Insurance requirements - include for high-value products or regulated industries
4. Marketing and Promotion: Specific marketing obligations and cost sharing - include when significant joint marketing is planned
5. Training Requirements: Detailed training obligations - include for technical or complex products
6. Stock Requirements: Minimum stock levels and warehousing requirements - include for physical product distribution
7. Customer Service Standards: Service level requirements - include when customer support is crucial
8. Compliance with Laws: Specific regulatory compliance requirements - include for regulated industries
9. Force Majeure: Provisions for unforeseen circumstances - include based on risk assessment
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Schedule 2 - Commission Rates: Detailed commission structure, including any variations by product or volume
3. Schedule 3 - Territory: Detailed description of geographical territory, including any exclusions
4. Schedule 4 - Sales Targets: Specific sales targets and measurement periods
5. Schedule 5 - Reporting Requirements: Templates and timing for required reports
6. Schedule 6 - Technical Requirements: Technical specifications and standards to be maintained
7. Appendix A - Brand Guidelines: Guidelines for use of Principal's branding and marketing materials
8. Appendix B - Operating Procedures: Detailed operational procedures and processes
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