Exclusive distribution agreements
These template distribution agreements can be used by a supplier granting exclusive rights to a product distributor. Typically, the exclusivity will relate to a particular geographic marketplace. Both versions of the agreement include a schedule containing terms and conditions governing product supply (including transfer of title, transfer of risk and supplier warranties).
Exclusive distribution agreement (standard)
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Version | 2.1 |
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First published | 4 Sep 2016 |
Last updated | 2 May 2021 |
Word count | 9,232 |
Template pages | 20 |
Exclusive distribution agreement (premium)
Buy | |
Version | 2.1 |
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First published | 4 Sep 2016 |
Last updated | 2 May 2021 |
Word count | 11,875 |
Template pages | 27 |
Compare contents
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; increases in charges for products; variation of charges.
- 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 delete 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 asymmetric); 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.
- Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches; Supplieranti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;Supplierto comply withDistributoranti-corruption policy;Supplierto 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.
- Anti-slavery: mutual assurance of compliance with anti-slavery laws; Supplieranti-slavery obligations for associated persons;Supplierto comply withDistributoranti-slavery policy;Supplierto maintain anti-slavery policies; breach of section constitutes material breach.
- 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 delivered; products to be collected; 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.
Exclusive distribution agreement (premium) 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.- 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.
- After-sales support: Obligation to provide first line support; obligation to provide second line support.
- No assignment of
Intellectual Property Rights : no assignments of intellectual property rights. - Licence of
: 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.SupplierTrade Marks 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.- Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products; variation of charges.
- 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 delete confidential information following termination; confidentiality obligations after termination.
- Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- Distributorindemnity: second party indemnifies first party upon breach.
- 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 asymmetric); 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.
- Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches; Supplieranti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;Supplierto comply withDistributoranti-corruption policy;Supplierto 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.
- Anti-slavery: mutual assurance of compliance with anti-slavery laws; Supplieranti-slavery obligations for associated persons;Supplierto comply withDistributoranti-slavery policy;Supplierto maintain anti-slavery policies; breach of section constitutes material breach.
- Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws; Supplieranti-tax evasion obligations for associated persons;Supplierto comply withDistributoranti-tax evasion policy;Supplierto maintain anti-tax evasion policies; breach of section constitutes material breach.
- 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.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed, subject to change control.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Law and jurisdiction: governing law; 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 delivered; products to be collected; 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.
SCHEDULE 3 (FORM OF
- Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
Change details: insert details of change.- Impact of
Change : impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change. - Agreement to
Change : acceptance of change by signature; form of signature block for first party; form of signature block for second party.