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A family of Exclusive distribution agreementsdocumentsExclusive 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 1.0
First published 4 Sep 2016
Last updated 4 Sep 2016
Word count 8,200
Template pages 18

Exclusive distribution agreement (premium)

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£40.00

OR

40

CREDITS
Buy
Version 1.0
First published 4 Sep 2016
Last updated 23 Feb 2017
Word count 10,666
Template pages 24

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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; variation of charges; increases in charges for products.
  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 return or destroy 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 assymetric); 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. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  19. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  20. 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 collected; products to be delivered; 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.

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; variation of charges; increases in charges for products.
  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 return or destroy 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 assymetric); 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. Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
  25. Assignment: assignment by first party; assignment by second party.
  26. No waivers: no unwritten waivers of breach; no continuing waiver.
  27. Severability: severability of whole; severability of parts.
  28. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  29. Variation: variation in writing and signed, subject to change control.
  30. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  31. Law and jurisdiction: governing law; jurisdiction.
  32. 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 collected; products to be delivered; 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.