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The Distribution Partnership Agreement is a crucial commercial contract used when a supplier or manufacturer wishes to establish a formal relationship with a distributor to sell their products in specific markets. This agreement, governed by German law, requires careful consideration of both German national legislation (including the German Commercial Code - HGB and Civil Code - BGB) and European Union regulations, particularly regarding competition law and vertical agreements. The document is essential for businesses expanding their market presence through third-party distributors, providing comprehensive coverage of critical aspects such as territory rights, exclusivity arrangements, minimum purchase requirements, pricing structures, and performance obligations. It's particularly important in the German market, where specific legal requirements exist regarding termination rights, post-contractual obligations, and competition restrictions.

1. Parties: Identification of the contracting parties - supplier/manufacturer and distributor

2. Background: Context of the agreement, including brief description of parties' businesses and purpose of the distribution arrangement

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

4. Appointment and Scope: Terms of distributor appointment, territory definition, and nature of the relationship (exclusive/non-exclusive)

5. Rights and Obligations of the Supplier: Supplier's commitments regarding product supply, support, training, and information provision

6. Rights and Obligations of the Distributor: Distributor's commitments regarding market development, sales efforts, and customer service

7. Product Orders and Delivery: Process for ordering, minimum purchase requirements, delivery terms, and Incoterms

8. Prices and Payment Terms: Pricing structure, payment conditions, currency, and price adjustment mechanisms

9. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP, including restrictions and protections

10. Non-Competition and Exclusivity: Competition restrictions, territorial exclusivity, and compliance with competition laws

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration, renewal provisions, and termination grounds including notice periods

13. Post-Termination Obligations: Obligations after contract end, including inventory handling and ongoing confidentiality

14. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions

15. General Provisions: Standard clauses including force majeure, severability, and entire agreement