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The Master Reseller Agreement is a crucial commercial document used when a supplier or manufacturer wishes to establish a structured distribution channel through a master reseller in the UAE market. This agreement type is particularly important in the UAE context as it must be carefully drafted to avoid creating an agency relationship under UAE Federal Law No. 18 of 1981 (Commercial Agency Law), which would provide the reseller with statutory protections. The document establishes the framework for product distribution, including territorial rights, pricing mechanisms, performance requirements, and operational procedures. It should be used when the supplier wants to maintain control over their distribution network while delegating significant distribution responsibilities to a capable local partner. The agreement must comply with UAE commercial laws and typically includes provisions for minimum purchase commitments, marketing obligations, intellectual property protection, and dispute resolution mechanisms suited to UAE jurisdiction.

1. Parties: Identification of the supplier and reseller, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship overview, and confirmation that this is a reseller relationship, not an agency

3. Definitions: Defined terms used throughout the agreement, including Products, Territory, and other key terms

4. Appointment and Scope: Terms of reseller appointment, territory definition, and any exclusivity provisions

5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

6. Reseller Obligations: Core responsibilities including minimum purchase requirements, marketing obligations, and performance standards

7. Supplier Obligations: Support, training, and product supply commitments

8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

9. Prices and Payment: Pricing structure, payment terms, and currency provisions

10. Intellectual Property: IP ownership, licensing of trademarks, and usage restrictions

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Product warranties, service levels, and related indemnities

13. Limitation of Liability: Caps on liability and exclusions of certain types of damages

14. Compliance with Laws: Obligations to comply with UAE laws, export controls, and anti-corruption provisions

15. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms