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An Exclusive Distribution Agreement is crucial for businesses seeking to establish controlled distribution channels in specific territories. This template, governed by Austrian law, provides a comprehensive framework for exclusive distribution arrangements while ensuring compliance with both Austrian commercial law and EU competition regulations. The document is particularly relevant when a supplier wishes to appoint a sole distributor for a defined territory, typically used in scenarios requiring significant distributor investment, market development, or brand protection. The agreement covers essential aspects such as exclusivity rights, territorial restrictions, minimum purchase requirements, and performance obligations, while incorporating necessary safeguards to comply with Austrian and EU competition law requirements. It's designed to protect both parties' interests while establishing clear operational parameters for the distribution relationship.

1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions for entering into the distribution arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Scope: Terms of exclusive appointment, territorial scope, and any excluded customers or market segments

5. Term and Renewal: Duration of the agreement, conditions for renewal, and notice periods

6. Distributor's Rights and Obligations: Detailed obligations including marketing, minimum purchase requirements, reporting, and territory development

7. Supplier's Rights and Obligations: Supply commitments, support provisions, training obligations, and warranty terms

8. Product Specifications and Modifications: Description of products, quality standards, and procedures for product modifications

9. Pricing and Payment Terms: Price lists, payment conditions, currency, and price adjustment mechanisms

10. Intellectual Property Rights: Usage rights, restrictions, and protection of trademarks and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition and Exclusivity: Territorial protection, non-compete provisions compliant with EU law

13. Termination: Termination grounds, procedures, and consequences

14. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction provisions

15. General Provisions: Standard boilerplate clauses including force majeure, notices, and entire agreement