Exclusive distribution agreement (premium)

Exclusive distribution agreement (premium) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Exclusive distributorship: appointment of exclusive distributor; distribution restrictions on 
   the Supplier
   ; distribution restrictions on 
   the Distributor
   ; product non-compete obligations.
4. Distributor
   obligations: distribution obligations;
   Distributor
    not agent etc; general second party obligations; second party responsible for third party co-operation;
   Distributor
    must not give product warranties etc;
   Distributor
    must comply with laws etc; protection of first party reputation and goodwill.
5. Supplier
    obligations: marketing support; protection of second party reputation and goodwill.
6. Order procedure: pre-order negotiations for the supply of products; order procedure for products; products supply subject to terms and conditions.
7. Minimum Quantity: product minimum order quantity; failure to purchase minimum quantity of products.
8. Forecasting: delivery of product order forecasts; content of product order forecasts; product order forecasts not binding; obligation to purchase and supply forecasted products; forecasts and minimum quantities not cumulative.
9. After-sales support: Obligation to provide first line support; obligation to provide second line support.
10. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
11. Licence of
    Supplier
    Trade Marks: licence to use trade marks; sub-licensing of rights to use trade marks; trade mark style guide; standard of use of trade marks; use of trade mark symbols; prohibition on actions liable to damage trade marks; restrictions relating to similar trade marks; goodwill in trade marks; trade marks further assurance; exceptions to territorial restrictions in trade mark licence; specific request to cease use of trade marks; right to make reasonable demands in relation to use of trade marks; identify trade mark licensor on each public use; no assignment of trade marks; no implied rights to trade marks; trade marks upon termination.
12. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
13. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products; variation of charges.
14. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
15. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
16. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
17. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
18. Distributor
     indemnity: second party indemnifies first party upon breach.
19. Supplier
    Indemnity: first party indemnifies second party (products); conditions upon first party indemnity; limitations of liability vs indemnities.
20. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; child contract liability cap; aggregate liability cap upon services contract.
21. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
22. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
23. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
24. Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches;
    Supplier
     anti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;
    Supplier
     to comply with 
    Distributor
     anti-corruption policy;
    Supplier
     to maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
25. Anti-slavery: mutual assurance of compliance with anti-slavery laws;
    Supplier
     anti-slavery obligations for associated persons;
    Supplier
     to comply with 
    Distributor
     anti-slavery policy;
    Supplier
     to maintain anti-slavery policies; breach of section constitutes material breach.
26. Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws;
    Supplier
     anti-tax evasion obligations for associated persons;
    Supplier
     to comply with 
    Distributor
     anti-tax evasion policy;
    Supplier
     to maintain anti-tax evasion policies; breach of section constitutes material breach.
27. Notices: contractual notices must be in writing; methods of sending contractual notices; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
28. Assignment: assignment by first party; assignment by second party.
29. No waivers: no unwritten waivers of breach; no continuing waiver.
30. Severability: severability of whole; severability of parts.
31. Third party rights: third party rights: benefit; third party rights: exercise of rights.
32. Variation: variation in writing and signed, subject to change control.
33. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
34. Law and jurisdiction: governing law; jurisdiction.
35. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (DISTRIBUTION PARTICULARS)

1. Specification of Products: specification of products prompt.
2. Financial provisions: financial provisions prompt.

SCHEDULE 2 (TERMS AND CONDITIONS OF SUPPLY)

Preamble to terms and conditions (products) .
1. Supply: products to be delivered; products to be collected; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
2. Title: passage of title to products; products held by bailee; obligations during title retention; recovery of products where title retained; action for charges notwithstanding title retention.
3. Warranties: first party product warranties; exclusion of implied warranties and representations.
4. Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.

SCHEDULE 3 (FORM OF CCN)

1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
2. Change details: insert details of change.
3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.