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Sole Supply Agreement Template for Malaysia

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Key Requirements PROMPT example:

Sole Supply Agreement

"I need a Sole Supply Agreement for my Malaysian manufacturing company to be the exclusive supplier of automotive parts to a major car manufacturer in Selangor, with the agreement starting from March 2025 and including minimum purchase commitments and quality control requirements."

Document background
The Sole Supply Agreement is a vital commercial contract used when a business wishes to establish an exclusive supply relationship with another entity in Malaysia. This document is particularly relevant in situations where a buyer seeks to secure a reliable, exclusive source of products or services, or when a supplier wants to establish a dedicated distribution channel. The agreement typically covers essential elements such as exclusivity terms, minimum purchase commitments, quality standards, delivery requirements, and pricing mechanisms. Being governed by Malaysian law, it must comply with local regulatory requirements, particularly the Competition Act 2010 and other relevant commercial legislation. The document is structured to provide comprehensive protection for both parties while ensuring operational clarity and efficiency in the supply relationship.
Suggested Sections

1. Parties: Identification and details of the supplier and buyer

2. Background: Context of the agreement and business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Supply Obligations: Core obligations of the supplier including exclusivity provisions

5. Purchase Obligations: Buyer's commitments including minimum purchase requirements

6. Ordering Process: Procedures for placing and fulfilling orders

7. Pricing and Payment: Price structure, payment terms, and invoicing requirements

8. Delivery and Risk: Delivery terms, transfer of risk, and acceptance procedures

9. Quality Requirements: Product specifications, quality standards, and compliance requirements

10. Term and Termination: Duration of agreement and termination provisions

11. Warranties: Product warranties and quality guarantees

12. Liability and Indemnity: Limitation of liability and indemnification provisions

13. Confidentiality: Protection of confidential information

14. Force Majeure: Provisions for unforeseen circumstances affecting performance

15. Governing Law and Jurisdiction: Application of Malaysian law and dispute resolution

16. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Intellectual Property Rights: Required when the supply involves branded products or licensed technology

2. Storage and Warehousing: Include when supplier maintains inventory for the buyer

3. Insurance Requirements: Detailed insurance obligations beyond standard coverage

4. Performance Metrics: Specific KPIs and service levels when performance monitoring is critical

5. Environmental Compliance: Required for industries with specific environmental regulations

6. Export/Import Controls: Include for international supply arrangements

7. Data Protection: Required when personal data processing is involved

8. Anti-Corruption Compliance: Enhanced compliance provisions for high-risk industries or government contracts

9. Change Control: Formal process for managing changes to specifications or terms

Suggested Schedules

1. Schedule 1 - Product Specifications: Detailed technical specifications of products

2. Schedule 2 - Pricing Schedule: Detailed pricing structure, including any volume discounts

3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements

4. Schedule 4 - Quality Standards: Detailed quality requirements and testing procedures

5. Schedule 5 - Delivery Locations: List of approved delivery points and specific requirements

6. Schedule 6 - Key Contacts: Contact details for key personnel from both parties

7. Schedule 7 - Order Form Template: Standard form for placing orders

8. Schedule 8 - Reporting Requirements: Templates and timing for required reports

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























Clauses































Relevant Industries

Manufacturing

Automotive

Electronics

Fast-Moving Consumer Goods (FMCG)

Pharmaceuticals

Food and Beverage

Industrial Equipment

Chemical Industry

Telecommunications

Retail

Healthcare

Construction Materials

Energy

Agriculture

Relevant Teams

Legal

Procurement

Supply Chain

Operations

Commercial

Business Development

Sales

Risk and Compliance

Finance

Quality Assurance

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Director

Legal Counsel

Contract Manager

Business Development Manager

Operations Manager

Chief Operating Officer

Purchasing Manager

Vendor Relations Manager

Sales Director

General Manager

Chief Executive Officer

Risk Manager

Compliance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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