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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement under Hong Kong law for my technology company to appoint multiple distributors in mainland China for our software products, with specific provisions for data protection and source code protection, to be effective from March 2025."
1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and addresses
2. Background: Context of the agreement, including brief description of the business relationship and purpose
3. Definitions: Key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights
4. Appointment and Scope: Terms of non-exclusive appointment, territory definition, and scope of distribution rights
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Orders and Supply: Process for ordering, minimum purchase requirements, and delivery terms
7. Prices and Payment: Pricing structure, payment terms, and currency specifications
8. Obligations of the Supplier: Supplier's commitments regarding product supply, support, and training
9. Obligations of the Distributor: Distributor's commitments regarding marketing, sales efforts, and reporting
10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Indemnities: Product warranties, representations, and indemnification provisions
13. Termination: Grounds for termination, notice requirements, and consequences
14. Post-Termination Obligations: Obligations surviving termination and wrap-up procedures
15. General Provisions: Standard clauses including governing law, notices, and entire agreement
1. Marketing and Promotion: Specific requirements for marketing activities and promotional materials, included when detailed marketing obligations are needed
2. Quality Control: Standards for product handling and storage, needed for sensitive or regulated products
3. Training Requirements: Specific training obligations for distributor's staff, included for technical or complex products
4. After-Sales Service: Requirements for post-sale support and maintenance, relevant for technical products
5. Insurance: Specific insurance requirements, included when significant liability risks exist
6. Data Protection: Specific provisions for handling customer data, needed when personal data processing is involved
7. Anti-Corruption Compliance: Detailed compliance requirements, particularly important for international distribution
8. Force Majeure: Specific provisions for handling unforeseen events, important in long-term or international agreements
9. Non-Compete: Restrictions on competing activities, included when competitive protection is required
10. Export Control: Specific provisions for export compliance, needed for international distribution
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed definition of geographical territory and any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Specific targets and quotas for product purchases
4. Schedule 4 - Price List: Detailed pricing structure, discounts, and payment terms
5. Schedule 5 - Technical Requirements: Technical specifications and quality standards for product handling
6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding
7. Schedule 7 - Reporting Requirements: Templates and timing for required business reports
8. Appendix A - Standard Operating Procedures: Detailed operational procedures for ordering and delivery
9. Appendix B - Service Level Agreement: Performance metrics and service standards
Authors
Consumer Goods
Electronics
Pharmaceuticals
Automotive
Food and Beverage
Industrial Equipment
Technology
Fashion and Apparel
Medical Devices
Construction Materials
Cosmetics and Personal Care
Telecommunications
Software
Machinery and Tools
Chemical Products
Legal
Commercial
Sales
Distribution
Supply Chain
Operations
Business Development
Procurement
Compliance
Finance
International Trade
Commercial Director
Sales Manager
Distribution Manager
Business Development Manager
Legal Counsel
Supply Chain Manager
Operations Director
Chief Commercial Officer
Regional Sales Director
Procurement Manager
Contract Manager
Trade Compliance Officer
Channel Manager
General Manager
Chief Executive Officer
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