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Module 7 IBD agreements, contracts etc. Recitals Preliminary parts of a contract or deed that only declare or explain particular background facts of the transaction, but prescribe no conditions, generally prefaced with the term “Whereas” and end with “Now therefore”.
Article 1- Definition and construction Defines the terms and construction used in the agreement to avoid any ambiguity and to enforce concurrence of thought and understanding.
Article 2 – General undertakings A written promise/s offered as security for the performance of a particular act required in a legal action. Should specify the undertaking and declarations of each of the parties entering into agreement.
Article 3- Marketing authorization and exchange of information Matters related to the Marketing Authorization of the product in the territory, regulatory requirements etc.
Article 4 – Product and supplies Details of the Product to be supplied and other details such as Trademark, Brand, Price, Quantity etc.
Article 5 – Forecasts and purchase orders Matters relating to the forecasts, rolling plans, supplies, placement of orders etc.
Article 6 – Manufacture, packaging, quality assurance and quality control All the matters relating to the product’s manufacturing, packaging, specifications, quality etc. The given information is compiled from various offline / online sources, towards the sole purpose of knowledge sharing.
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Article 7 – Intellectual property and trademarks All the matters relating to the IPR of the product in the territory, costs, registration etc.
Article 8 - Price, payment and terms Details the aspects of price, payment terms, mode of payment etc.
Article 9 – Indemnification and limitation of liability Addresses the aspects of indemnification by each party of the agreement and also the liabilities of each party.
Article 10 – Duration, term, termination and consequences of termination Define the duration of agreement, arrangement and mode of terminations and consequences to be borne by each of the party.
Article11 – Product recall Terms and circumstances for the recall of the product and each party’s responsibilities.
Article 12 - Confidentiality Matters of confidentiality relating to the product, agreement etc.
Article 13 – Dispute resolution and governing law Should specify the arrangement to settle the disputes, the law under which the dispute will be dealt with, place and country.
Article 14 - Miscellaneous Deals with miscellaneous matters such as Notices, Force Majeure, Violations, Waivers, Amendments etc.
APPENDIX A – Product specifications To mention the Quality and packaging specifications of the product to be supplied.
APPENDIX B – Supply price for the term of agreement Price based on Ex-Works or CIF Air or CIF Sea with Port of delivery in the currency agreed.
The given information is compiled from various offline / online sources, towards the sole purpose of knowledge sharing.
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APPENDIX C- Annual minimal quantities To mention the forecast for 3 to 5 years which forms the basis for business.
The signatories: The details of the Company, Name, Designation, Witnesses, Date of signing the agreement to be mentioned.
The given information is compiled from various offline / online sources, towards the sole purpose of knowledge sharing.