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Non Exclusive Distribution Agreement
1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and addresses
2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions
3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights
4. Appointment and Scope: Terms of distributor appointment, non-exclusive nature, and territorial scope
5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights
6. Distributor Obligations: Core obligations including marketing, minimum purchase requirements, and reporting duties
7. Supplier Obligations: Supplier's commitments regarding product supply, support, and training
8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, and currency provisions
10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Competition and Territory Restrictions: Compliance with EU and Danish competition laws regarding territorial restrictions
13. Product Warranty and Liability: Warranty terms and allocation of product liability risks
14. Force Majeure: Provisions for handling unforeseen circumstances affecting performance
15. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Marketing and Promotion Requirements: Detailed marketing obligations when specific promotional commitments are required
2. Performance Targets: Specific sales targets and consequences of non-achievement, used when performance metrics are crucial
3. Training Requirements: Detailed training obligations when products require specific technical knowledge
4. After-Sales Service: Service obligations when products require maintenance or support
5. Non-Compete Obligations: Competition restrictions when allowed under applicable law and business needs
6. Data Protection: GDPR compliance provisions when personal data processing is involved
7. Import/Export Compliance: Special provisions when cross-border trade outside EU is contemplated
8. Insurance Requirements: Specific insurance obligations when high-value or high-risk products are involved
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications
2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas
3. Schedule 3 - Prices and Payment Terms: Price lists, discount structures, and detailed payment conditions
4. Schedule 4 - Minimum Purchase Requirements: Specific quantities or values of required purchases, if applicable
5. Schedule 5 - Technical Specifications: Detailed product specifications and technical requirements
6. Schedule 6 - Service Level Requirements: Performance metrics and service standards
7. Schedule 7 - Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks
8. Appendix A - Reporting Templates: Standard forms for required periodic reporting
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