Exclusive distribution agreement (standard)
This exclusive distribution agreement template may be used to regulate the relationship between a supplier of products on the one hand and a distributor of those products on the other. The distributors rights are granted in respect of a particular marketplace. The agreement assumes that the supplier (and third party distributors) will be excluded from distributing the products in that marketplace. See our non-exclusive distribution agreements if you are looking for a document that will leave the supplier free to sell into the relevant marketplace.
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Exclusive distribution agreement (standard) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- Exclusive distributorship: appointment of exclusive distributor; distribution restrictions on the Supplier; distribution restrictions onthe Distributor; product non-compete obligations.
- Distributorobligations: distribution obligations;Distributornot agent etc; general second party obligations; second party responsible for third party co-operation;Distributormust not give product warranties etc;Distributormust comply with laws etc; protection of first party reputation and goodwill.
- Supplierobligations: marketing support; protection of second party reputation and goodwill.
- Order procedure: pre-order negotiations for the supply of products; order procedure for products; products supply subject to terms and conditions.
Minimum Quantity: product minimum order quantity; failure to purchase minimum quantity of products.
- No assignment of
Intellectual Property Rights: no assignments of intellectual property rights.
- Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; variation of charges; increases in charges for products.
- Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
- 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 return or destroy confidential information following termination; confidentiality obligations after termination.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- SupplierIndemnity: first party indemnifies second party (products); conditions upon first party indemnity; limitations of liability vs indemnities.
- 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.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (DISTRIBUTION PARTICULARS)
- Specification of
Products: specification of products prompt.
- Financial provisions: financial provisions prompt.
SCHEDULE 2 (TERMS AND CONDITIONS OF SUPPLY)
- Preamble to terms and conditions (products) .
- Supply: products to be collected; products to be delivered; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
- 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.
- Warranties: first party product warranties; exclusion of implied warranties and representations.
- Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.
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