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Distribution Agreement Template (Exclusive)

Distribution Agreement Template (Exclusive)
Document Type: Microsoft Word
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LawLive also offers: Non-Exclusive Distribution Agreement


This Distribution Agreement covers the situation where a manufacturer or other supplier grants a person or entity the right to distribute its goods on an exclusive basis. Generally distribution rights are granted exclusively unless the supplier either wishes to retain some distribution rights itself or wishes to contract or has already contracted with other distributors. This Distribution Agreement should only be used when the distributor purchases product from a supplier to on-sell. Note that this agreement should not be used for an Agency agreement.

Please also note that this Distribution Agreement is not appropriate when granting a Licence or when dealing with intellectual property.

Please note: that the term of the agreement (for completion in Schedule A) and any notification of termination by the supplier should take into account the nature of the distributorship. It has been held by the NSW Court of Appeal (and followed in an interlocutory application by TCS Aces Pty Ltd) that the commercial relationship should continue long enough after the giving of a notice of termination for the distributor "to recoup any extraordinary expenditure or effort" and in particular where that expenditure/effort "was incurred with the actual or tacit authority" of the supplier.

It is not intended that this Distribution Agreement should operate as a franchise agreement. In October 2007 the Federal Court held that for a party to rely on the safety net provided under the Franchise Code (cth), certain terms must be expressly set out in the franchise agreement; see ACCC v Kyloe Pty Ltd [2007] FCA 1522. In particular, a franchise agreement needs to include a system or marketing plan for the distribution business which, if not controlled by the head distributor, must at least be suggested by that entity. Further indications that an agreement is a distributorship and not a franchise include where there is no ongoing support to the business, lack of confinement to a particular territory, marketing and sales decisions to be made by the sub-distributor, and that no royalties are payable by the sub-distributor.

Please only use this Distribution Agreement if you do not require a franchise agreement.

This Distribution Agreement attaches notes and information on exclusive and non-exclusive distribution agreements.

Table of contents:

1. Definitions
2. Interpretation and additional clauses
3. Appointment and term
4. New products
5. Intellectual property and confidential information
6. Supplier's obligations
7. Product defects and general liability
8. The distributor's obligations and covenant not to compete
9. Sub distributors
10. Insurance
11. Prices, ordering, and payment
12. Delivery of products
13. Termination
14. Relationship
15. Dispute resolution and jurisdiction
16. Variation and waiver
17. Notices
18. Entire agreement
19. Force majeure
20. Severability
21. Counterparts
22. No third party beneficiaries
23. Legal advice

Distribution Agreement's are sometimes referred to as: Distribution contract, Distribution contracts, Distribution agreement, Distribution policy, Distribution form, Distribution law form, agreement Distribution Dealer agreement, supplier agreement, contract to supply.

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