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Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement for my tech company to appoint a distributor in New Zealand for our software products, with specific provisions for product updates and technical support, to commence from January 2025."
1. Parties: Identifies and provides full legal details of the supplier and distributor
2. Background: Sets out the context of the agreement, including the supplier's ownership of products and distributor's capability to distribute
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Territory: Establishes the non-exclusive appointment and defines the geographical territory for distribution
5. Products: Defines the products covered by the agreement and process for adding/removing products
6. Term and Termination: Specifies the duration of the agreement and grounds for termination
7. Ordering and Supply: Details the process for ordering products, lead times, and delivery terms
8. Prices and Payment: Sets out pricing structure, payment terms, and price revision mechanisms
9. Obligations of Distributor: Lists key responsibilities including marketing, minimum purchase requirements, and reporting
10. Obligations of Supplier: Details supplier's commitments including product supply, support, and training
11. Intellectual Property: Covers usage rights for trademarks, branding, and other IP
12. Confidentiality: Protects confidential information exchanged between parties
13. Liability and Indemnity: Sets out liability limitations and indemnification obligations
14. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law
1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements - include when specific marketing commitments are required
2. Training Requirements: Specific training obligations for distributor's staff - include when products require technical knowledge
3. Performance Targets: Specific sales targets and consequences - include when minimum performance standards are crucial
4. Customer Support: Customer service and after-sales support requirements - include for technical or complex products
5. Insurance: Specific insurance requirements - include when dealing with high-value or high-risk products
6. Import/Export Requirements: Specific requirements for international distribution - include for cross-border distribution
7. Product Warranties: Specific warranty terms - include when standard warranties need modification
8. Quality Control: Specific quality assurance requirements - include for regulated or sensitive products
9. Non-Competition: Restrictions on competing products - include when exclusivity for product types is important
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of geographical territory, including any excluded areas
3. Schedule 3 - Minimum Purchase Requirements: Specific quantities or values of minimum purchase obligations
4. Schedule 4 - Pricing and Payment Terms: Detailed pricing structure, discounts, and payment conditions
5. Schedule 5 - Service Level Requirements: Specific performance metrics and service standards
6. Schedule 6 - Approved Sub-distributors: List of approved sub-distributors if applicable
7. Schedule 7 - Marketing Guidelines: Branding requirements and marketing standards
8. Appendix A - Order Form Template: Standard form for placing orders
9. Appendix B - Reporting Templates: Standard forms for required periodic reports
Authors
Manufacturing
Retail
Consumer Goods
Technology
Pharmaceuticals
Food and Beverage
Automotive
Electronics
Industrial Equipment
Fashion and Apparel
Medical Devices
Software and Digital Products
Telecommunications
Legal
Commercial
Sales
Operations
Supply Chain
Procurement
Business Development
Distribution
Marketing
Finance
Compliance
Commercial Director
Sales Manager
Distribution Manager
Business Development Manager
Legal Counsel
Contract Manager
Supply Chain Manager
Operations Director
Chief Commercial Officer
Regional Sales Director
Procurement Manager
Channel Manager
Trade Marketing Manager
General Manager
Chief Executive Officer
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