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The Master Distributor Agreement is a crucial commercial contract used when a manufacturer or supplier wants to establish a primary distribution channel in India through a master distributor who will be responsible for market development and product distribution in specified territories. This agreement is essential for businesses expanding their distribution network in India and requires careful consideration of Indian commercial laws, including the Indian Contract Act 1872, Competition Act 2002, and GST regulations. The document typically includes comprehensive terms covering appointment, territory rights, pricing, minimum purchase commitments, marketing obligations, intellectual property rights, and compliance requirements. It's particularly important for international companies entering the Indian market or domestic companies establishing formal distribution networks, as it provides the legal framework for managing the distribution relationship while ensuring compliance with local regulations.

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

2. Background: Context of the agreement, brief description of the business relationship and parties' objectives

3. Definitions and Interpretation: Detailed definitions of key terms used throughout the agreement and rules of interpretation

4. Appointment and Territory: Scope of distributor appointment, exclusivity terms, and defined territory

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Distributor Obligations: Comprehensive list of distributor's duties, responsibilities, and performance requirements

7. Principal's Obligations: Principal's commitments regarding product supply, support, and training

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

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

10. Marketing and Promotion: Requirements for marketing, advertising, and promotion of products

11. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, patents, and other IP

12. Confidentiality: Protection of confidential information and trade secrets

13. Warranties and Indemnities: Product warranties, service levels, and mutual indemnification provisions

14. Termination: Grounds for termination, notice periods, and immediate termination rights

15. Post-Termination: Obligations and rights of parties after agreement termination

16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law