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Simple Distribution Agreement
"I need a Simple Distribution Agreement governed by Hong Kong law for my electronics manufacturing company to appoint an exclusive distributor in Hong Kong and Macau, with minimum purchase requirements and quarterly performance targets starting from March 2025."
1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and addresses
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: Scope of distributor appointment and defined territorial limits
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Distribution Rights and Obligations: Core rights and responsibilities of the distributor
7. Supplier Obligations: Core obligations of the supplier including supply terms and support
8. Ordering and Delivery: Process for placing orders and delivery requirements
9. Prices and Payment: Pricing structure, payment terms, and related financial provisions
10. Intellectual Property: Protection and permitted usage of trademarks and other IP
11. Confidentiality: Protection of confidential information exchanged between parties
12. Limitation of Liability: Limitations on parties' liability and indemnification provisions
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Minimum Purchase Requirements: Used when supplier requires minimum order quantities or values
2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required
3. Training Requirements: Necessary when product complexity requires specific training obligations
4. Post-Termination Obligations: Include detailed post-termination requirements for complex relationships
5. Non-Compete Provisions: Used when restricting distributor from handling competing products
6. Performance Targets: Include when setting specific sales targets or KPIs
7. Sub-Distribution Rights: Used when allowing or prohibiting appointment of sub-distributors
8. Product Support and Warranties: Detailed warranty terms when product support is significant
9. Insurance Requirements: Specific insurance obligations beyond standard coverage
10. Data Protection: Include when personal data processing is involved in the distribution relationship
1. Schedule 1 - Products: List of products covered by the distribution agreement
2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions
3. Schedule 3 - Prices and Commercial Terms: Detailed pricing structure, discounts, and payment terms
4. Schedule 4 - Minimum Purchase Requirements: Specific quantities or values for minimum purchases if applicable
5. Schedule 5 - Performance Targets: Detailed KPIs and sales targets if applicable
6. Schedule 6 - Technical Specifications: Product specifications and technical requirements
7. Schedule 7 - Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding
8. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns
Authors
Consumer Goods
Electronics
Food and Beverage
Pharmaceuticals
Automotive
Fashion and Apparel
Industrial Equipment
Software and Technology
Medical Devices
Cosmetics and Personal Care
Sporting Goods
Home and Garden Products
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Procurement
Distribution
Contract Management
Commercial Director
Sales Manager
Business Development Manager
Supply Chain Manager
Legal Counsel
Procurement Manager
Operations Director
Distribution Manager
Regional Sales Director
Contract Manager
Chief Commercial Officer
General Manager
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