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1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of appointment as sole distributor and definition of the territorial scope
5. Rights and Obligations of the Distributor: Comprehensive listing of distributor's duties, responsibilities, and rights
6. Rights and Obligations of the Supplier: Detailed outline of supplier's commitments, support, and responsibilities
7. Product Specifications and Orders: Process for ordering, minimum purchase requirements, and product specifications
8. Prices and Payment Terms: Pricing structure, payment conditions, and any price adjustment mechanisms
9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
10. Confidentiality: Provisions for protecting confidential information of both parties
11. Term and Termination: Duration of agreement, renewal terms, and termination conditions
12. Post-Termination Obligations: Rights and obligations of parties after agreement termination
13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details
14. Entire Agreement: Standard boilerplate confirming this as the complete agreement between parties
1. Performance Targets: Specific sales targets and performance metrics, used when supplier wants to ensure minimum performance levels
2. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, included when specific marketing requirements exist
3. Training Requirements: Requirements for staff training and product knowledge, important for technical or complex products
4. After-Sales Service: Requirements for maintenance and support services, crucial for technical products or when customer service is key
5. Insurance Requirements: Specific insurance coverage requirements, important for high-value or high-risk products
6. Anti-Corruption Compliance: Detailed anti-corruption provisions, particularly important when dealing with government contracts or regulated industries
7. Data Protection: Specific provisions for handling customer data, necessary when personal data processing is involved
8. Force Majeure: Detailed provisions for handling unforeseen circumstances, particularly relevant in long-term agreements
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of the geographic territory, including any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Specific quantity commitments and timeline for purchases
4. Schedule 4 - Performance Targets: Detailed sales targets and performance metrics
5. Schedule 5 - Technical Specifications: Detailed technical requirements and standards for product handling
6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding
7. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns
8. Appendix B - Service Level Agreement: Specific metrics for service quality and response times
Consumer Goods
Electronics and Technology
Automotive
Pharmaceuticals
Food and Beverage
Industrial Equipment
Fashion and Apparel
Cosmetics and Personal Care
Medical Devices
Construction Materials
Agricultural Products
Telecommunications Equipment
Legal
Commercial
Sales
Business Development
Operations
Supply Chain
Procurement
Compliance
Finance
International Trade
Distribution
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Legal Counsel
Contract Manager
Distribution Manager
Supply Chain Manager
Operations Director
Country Manager
General Manager
Procurement Manager
Commercial Operations Manager
Regional Sales Manager
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