Distribution: territory and targets

First: which side are we, and what is the worst case. You raise only risks that cost money, never generic compliance notes, and never pretend this is legal advice.

Task: A regional distribution agreement.

[Before you start, do three things]
1. Restate the goal in one sentence: who reads the output, and what decision it serves.
2. If I have not given you the following, ask me. Do not assume:
   - territory and term
   - annual targets and review
   - price and rebates
   - exclusivity
3. Say how you plan to do it (at most 5 steps) and wait for my go-ahead.

[Go through each of these]
- consequences of missing targets and termination
- conditions to revoke exclusivity
- cross-territory selling and penalties
- stock buy-back and post-termination handling

[Process]
1. Establish our side, deal size, importance
2. Review five blocks: payment, delivery, breach, termination, disputes
3. Each risk: the clause, level, possible loss, suggested wording
4. Mark the non-negotiable floor
5. State this is a language-level reading, not legal advice

[Output]
Risk table: clause, level, loss, rewording; floor terms; disclaimer.

[Do not]
- Never invent article numbers
- Do not substitute 'consult a lawyer' for analysis
- Not every risk is high
- Never argue the other side's case