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1. Parties: Identification of the supplier and distributor, including full legal names and registered addresses
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint distributor
3. Definitions: Defined terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights
4. Appointment and Territory: Terms of exclusive appointment and defined territory coverage
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor Obligations: Core obligations including minimum purchase requirements, sales targets, and service standards
7. Supplier Obligations: Obligations regarding product supply, support, and training
8. Prices and Payment Terms: Pricing structure, payment terms, and price adjustment mechanisms
9. Ordering and Delivery: Process for ordering products and delivery terms
10. Quality Control: Quality standards and compliance requirements
11. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP
12. Confidentiality: Protection of confidential information
13. Non-Competition: Restrictions on competing activities
14. Termination: Grounds for termination and termination process
15. Post-Termination: Rights and obligations after termination
16. Force Majeure: Provisions for unforeseen circumstances
17. Governing Law and Dispute Resolution: Choice of Nigerian law and dispute resolution mechanisms
18. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Technical Support and Training: Include when products require specific technical knowledge or ongoing support
2. Marketing and Promotion: Include when specific marketing commitments are required from the distributor
3. Sub-Distributors: Include when appointment of sub-distributors is permitted
4. Local Manufacturing/Assembly: Include when products will be manufactured or assembled locally
5. Product Storage and Handling: Include for products requiring special storage conditions or handling
6. Compliance with Anti-Corruption Laws: Include when dealing with government contracts or high-risk sectors
7. Data Protection: Include when personal data processing is involved
8. Insurance Requirements: Include when specific insurance coverage is required
9. Bank Guarantee: Include when financial security is required from the distributor
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications
2. Schedule 2 - Territory: Detailed description of the exclusive territory, including maps if relevant
3. Schedule 3 - Prices: Price list and discount structure
4. Schedule 4 - Minimum Purchase Requirements: Annual or quarterly minimum purchase obligations
5. Schedule 5 - Performance Targets: Sales targets and performance metrics
6. Schedule 6 - Technical Specifications: Detailed technical requirements for product handling and storage
7. Schedule 7 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding
8. Schedule 8 - Reporting Requirements: Format and frequency of required reports
9. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns
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