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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement for my Singapore-based technology company to appoint a distributor in the Philippines for our enterprise software products, with the agreement starting January 2025 and including specific provisions for technical support requirements and software licensing compliance."
1. Parties: Identification of the Principal/Supplier and Distributor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of both parties' businesses, and purpose of entering into the distribution arrangement
3. Definitions: Key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Scope: Terms of non-exclusive appointment, clear statement of non-exclusivity, territorial limits, and scope of distribution rights
5. Term: Duration of the agreement, including commencement date and initial term
6. Orders and Supply: Process for ordering products, lead times, minimum order quantities, and delivery terms
7. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms
8. Obligations of Principal: Principal's responsibilities including product supply, support, training, and marketing materials
9. Obligations of Distributor: Distributor's duties including marketing, storage, minimum purchase requirements, and reporting
10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP, and protection obligations
11. Warranties and Quality Control: Product warranties, quality standards, and handling requirements
12. Confidentiality: Protection of confidential information and trade secrets
13. Termination: Grounds for termination, notice requirements, and consequences of termination
14. Post-Termination: Obligations after termination, including return of materials and handling of remaining inventory
15. General Provisions: Standard clauses including notices, assignment, force majeure, and governing law
1. Performance Targets: Specific sales targets and performance metrics, used when the principal wants to maintain certain performance standards
2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, used for complex distribution relationships requiring significant marketing effort
3. Training: Specific training requirements and procedures, used when products require technical knowledge or specialized handling
4. Insurance: Specific insurance requirements, used when dealing with high-value products or high-risk territories
5. Anti-Corruption: Detailed anti-corruption provisions, particularly important when dealing with international distribution
6. Data Protection: Specific data protection obligations, used when the distribution involves handling of personal data
7. Sub-Distributors: Rights and conditions for appointing sub-distributors, used when sub-distribution is permitted
8. Competition Compliance: Detailed competition law compliance provisions, particularly important in sectors with strong competition oversight
1. Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Territory: Detailed description of geographical territory and any excluded areas
3. Minimum Purchase Requirements: Specific quantities or values of minimum purchase obligations
4. Performance Criteria: Detailed performance targets and measurement criteria
5. Technical Requirements: Technical specifications for storage, handling, and distribution of products
6. Trademark Usage Guidelines: Specific guidelines for use of principal's trademarks and branding
7. Service Level Requirements: Detailed service levels for order processing, delivery, and customer support
8. Commission Structure: Detailed breakdown of any commission or pricing structures
Authors
Consumer Goods
Electronics and Technology
Pharmaceuticals and Healthcare
Automotive
Food and Beverage
Industrial Equipment
Fashion and Apparel
Construction Materials
Agricultural Products
Telecommunications Equipment
Home Appliances
Beauty and Personal Care
Medical Devices
Sports Equipment
Office Supplies
Legal
Commercial
Sales
Operations
Supply Chain
Compliance
Business Development
Distribution
Procurement
International Trade
Contract Management
Partner Management
Commercial Director
Sales Manager
Distribution Manager
Business Development Manager
Legal Counsel
Compliance Officer
Supply Chain Manager
Operations Director
Country Manager
Regional Sales Director
Contract Manager
Procurement Manager
Channel Manager
Chief Commercial Officer
Chief Legal Officer
Chief Operating Officer
Partnership Manager
Trade Compliance Manager
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