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The Distributor Appointment Agreement is a crucial commercial contract used when a manufacturer or principal wishes to appoint a distributor to sell and distribute their products in a specific territory within India. This document is essential for businesses expanding their distribution network and requires careful consideration of Indian legal requirements, including those under the Indian Contract Act, 1872, and relevant competition laws. The agreement typically covers key aspects such as exclusivity, territory rights, performance obligations, pricing structures, and compliance requirements. It's particularly important in the Indian context where distribution relationships often involve complex territorial arrangements and require compliance with state-specific regulations. The document should be tailored to address specific industry requirements while maintaining compliance with Indian commercial laws.

1. Parties: Identification of the principal/manufacturer and the distributor with full legal names and addresses

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

3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Territory: Scope of distributor appointment, territory definition, and exclusivity/non-exclusivity provisions

5. Term: Duration of the agreement, including commencement date and renewal provisions

6. Distributor Obligations: Core responsibilities including sales targets, marketing, storage, customer service, and reporting requirements

7. Principal's Obligations: Responsibilities including product supply, technical support, and training

8. Ordering and Supply: Process for ordering, delivery, acceptance, and payment terms

9. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms

10. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP, and protection obligations

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination, notice periods, and consequences of termination

13. Post-Termination: Obligations and rights after termination, including handling of inventory and customer data

14. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes