Exclusive distribution agreement (standard)

Exclusive distribution agreement (standard) 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. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
9. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products; variation of charges.
10. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
11. 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.
12. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
13. Supplier
    Indemnity: first party indemnifies second party (products); conditions upon first party indemnity; limitations of liability vs indemnities.
14. 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.
15. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
16. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
17. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
18. 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.
19. 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.
20. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
21. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
22. 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.