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1. Parties: Identification of the manufacturer/supplier and the dealer, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the dealer arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of dealer appointment, exclusivity status, and defined geographic territory
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Dealer Obligations: Core responsibilities and commitments of the dealer
7. Supplier Obligations: Core responsibilities and commitments of the supplier
8. Ordering and Delivery: Process for placing orders, delivery terms, and related procedures
9. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, logos, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Grounds for termination and termination procedures
13. Post-Termination Obligations: Rights and obligations of parties after agreement termination
14. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Marketing and Promotion: Specific requirements for marketing activities and promotional campaigns - include when dealer has marketing responsibilities
2. Training Requirements: Details of mandatory training programs - include when products require technical expertise
3. Performance Targets: Minimum sales targets and performance metrics - include when specific targets are part of the business model
4. After-Sales Service: Requirements for maintenance and repair services - include for technical or complex products
5. Insurance Requirements: Specific insurance coverage requirements - include for high-value products or high-risk activities
6. Bank Guarantee: Requirements for bank guarantees or security deposits - include for high-value dealings or credit arrangements
7. Sub-Dealers: Rights and restrictions regarding appointment of sub-dealers - include when sub-dealer network is permitted
8. Import/Export Compliance: Specific requirements for international trade - include for cross-border dealings
9. Data Protection: Specific data protection and privacy requirements - include when handling sensitive customer data
10. Force Majeure: Provisions for unforeseen circumstances - include based on risk assessment
1. Schedule 1 - Products: Detailed list of products covered under the agreement with specifications
2. Schedule 2 - Territory Map: Detailed map and description of the authorized territory
3. Schedule 3 - Price List: Current price list and discount structure
4. Schedule 4 - Performance Criteria: Detailed performance targets and evaluation metrics
5. Schedule 5 - Technical Standards: Technical and quality standards for product handling and service
6. Schedule 6 - Trademark Usage Guidelines: Specific guidelines for use of trademarks and branding
7. Appendix A - Standard Operating Procedures: Detailed operational procedures and requirements
8. Appendix B - Reporting Templates: Standard forms and templates for regular reporting
9. Appendix C - Service Level Requirements: Detailed service standards and response times
10. Appendix D - Commission Structure: Detailed commission calculations and payment terms
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