THIRD PARTY MARKETING AGREEMENT CHECKLIST
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1. Parties: Exact corporate name of entities 2. General Matters. a. Both are independent contractors, not agents b. Indemnity for Franchisor against acts of Franchisee etc. c. Requirement that contracts require disclaimer etc. d. Arbitration/Mediation clause re disputes e. Notice periods and addresses etc. 3. Exclusive/Non Exclusive? 4. Description of Territory? 5. Conditions re volume commitments 6. Term of Agreement (a) definite term, eg. 3 years (b) termination on notice by either party (c) termination for cause: (i) Eg. failure to meet min. vol. Commitments (ii) could become non-exclusive if fail to meet (i) above 7. Who Manages Customer relations? Contact allowed by Distributor? Licensor? Responsibility of Marketing Rep. Etc. 8. Process for management of Quality Control? 9. Subcontracting out — only on consent and approval of Manufacturer? 10. Requirement for Priority: One product among many which Distributor has responsibility for? Solution: Minimum volume commitment or lose exclusivity or terminate etc. 11. Who provides Standard Form Sales Agreement to End User. Standard terms re pricing, warranty etc. *This is a separate agreement which can include a maintenance agreement which Distributor will use when signing up customers. 12. Pricing — to customer. Control by Manufacturer? Distributor? 13. Terms of Payment?
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