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Intercompany Distribution Agreement
"I need an Intercompany Distribution Agreement under Swiss law for our pharmaceutical subsidiary to distribute medical devices manufactured by our parent company in the DACH region, with specific focus on regulatory compliance and transfer pricing requirements, planned to take effect from March 2025."
1. Parties: Identification of the group companies entering into the agreement, including registration details and addresses
2. Background: Context of the distribution arrangement within the group structure and business objectives
3. Definitions: Key terms used throughout the agreement, including Products, Territory, and group-specific terminology
4. Appointment and Scope: Terms of distributor appointment, exclusivity/non-exclusivity, and territorial scope
5. Supply of Products: Terms governing the ordering, delivery, and acceptance of products
6. Prices and Payment: Pricing mechanism, payment terms, and transfer pricing compliance
7. Obligations of Supplier: Supplier's commitments regarding product supply, support, and training
8. Obligations of Distributor: Distributor's commitments regarding marketing, sales, and product handling
9. Intellectual Property: Rights and restrictions regarding use of group IP and branding
10. Compliance: Regulatory compliance requirements and group policies
11. Term and Termination: Duration of agreement and termination provisions
12. Consequences of Termination: Post-termination obligations and wind-down procedures
13. Limitation of Liability: Liability allocation between group companies
14. Confidentiality: Protection of group confidential information
15. General Provisions: Standard boilerplate clauses adapted for intercompany context
1. Marketing and Promotion: Detailed marketing obligations and brand guidelines - include if distributor has significant marketing responsibilities
2. Quality Control: Quality assurance requirements - include for regulated products or sensitive markets
3. After-Sales Service: Service and support obligations - include for technical or complex products
4. Insurance: Insurance requirements - include if not covered by group insurance policies
5. Data Protection: Specific data handling requirements - include if significant personal data processing is involved
6. Anti-Corruption: Specific anti-corruption provisions - include for high-risk territories
7. Transfer Pricing Compliance: Detailed transfer pricing mechanisms - include for significant volume transactions
8. Group Policy Compliance: Specific group policy requirements - include if group has particular compliance needs
1. Products: List of products covered by the distribution agreement
2. Territory: Detailed description of geographical territory and any restrictions
3. Prices: Price list and pricing calculation methodology
4. Service Levels: Performance metrics and service level requirements
5. Group Policies: Relevant group policies applicable to the distribution relationship
6. Brand Guidelines: Group branding and marketing guidelines
7. Technical Requirements: Product handling and technical specifications
8. Reporting Templates: Required reporting formats for sales and performance monitoring
Authors
Manufacturing
Consumer Goods
Pharmaceuticals
Technology
Industrial Products
Automotive
Electronics
Food and Beverage
Chemicals
Medical Devices
Luxury Goods
Retail
Software
Legal
Commercial
Supply Chain
Finance
Tax
Compliance
Sales
Operations
Distribution
Business Development
Treasury
Risk Management
Corporate Governance
Internal Audit
Legal Counsel
Commercial Director
Supply Chain Manager
Chief Financial Officer
Tax Director
Compliance Officer
Sales Director
Operations Manager
Distribution Manager
General Counsel
Contract Manager
Business Development Manager
Group Commercial Manager
Transfer Pricing Manager
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