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1. Parties: Identification of the Principal and the Distributor, including full legal names, registration details, and registered addresses
2. Background: Context of the agreement, relationship between parties, and general purpose of the distribution arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including Territory, Products, Commission, and other relevant terms
4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, territory definition, and scope of distributor's authority
5. Distributor's Rights and Obligations: Core responsibilities including promotion, reporting, compliance with laws, and maintaining customer relationships
6. Principal's Rights and Obligations: Obligations regarding product supply, support, training, and information provision
7. Commission Structure: Detailed commission calculation, payment terms, and conditions for commission entitlement
8. Reporting and Payment: Requirements for sales reporting, commission statements, payment timing, and audit rights
9. Intellectual Property: Usage rights for trademarks, trade names, and other IP, including restrictions and protections
10. Confidentiality: Provisions protecting confidential information exchanged during the relationship
11. Duration and Termination: Contract term, renewal provisions, and termination rights (must comply with Belgian law requirements)
12. Post-Termination: Rights and obligations after termination, including commission on pending transactions and return of materials
13. Indemnification: Mutual indemnification provisions and goodwill compensation as required under Belgian law
14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Minimum Performance Requirements: Optional targets and consequences for not meeting them - include if specific performance metrics are needed
2. Product Training: Detailed training obligations - include if products require specific technical knowledge
3. Marketing and Promotion: Specific marketing requirements and cost sharing - include if extensive marketing is required
4. Non-Compete Obligations: Restrictions during and after the agreement - include if desired but note strict Belgian law requirements
5. Insurance: Specific insurance requirements - include if distributor handles physical products or high-value services
6. Data Protection: GDPR compliance provisions - include if personal data processing is involved
7. Anti-Corruption: Compliance with anti-corruption laws - include if operating in high-risk territories
8. Stock Requirements: Minimum stock levels and management - include if distributor will maintain inventory
1. Schedule 1 - Products: Detailed list of products/services covered by the agreement
2. Schedule 2 - Territory: Detailed definition of geographical territory and any exclusions
3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type
4. Schedule 4 - Reporting Templates: Standard forms for regular reporting requirements
5. Schedule 5 - Service Levels: Performance metrics and service level requirements
6. Schedule 6 - Trademark Usage Guidelines: Rules and requirements for use of Principal's trademarks
7. Appendix A - Pre-Existing Customers: List of customers excluded from commission calculations
8. Appendix B - Compliance Requirements: Specific regulatory or compliance requirements for the Territory
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