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Distribution Agreement Contract Template for Australia

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Key Requirements PROMPT example:

Distribution Agreement Contract

"I need a Distribution Agreement Contract for my Australian software company to appoint an exclusive distributor in New South Wales and Victoria, with minimum annual purchase requirements and quarterly performance reviews starting from March 2025."

Document background
A Distribution Agreement Contract is essential when a supplier wishes to expand their market reach through third-party distributors in Australia. This agreement type is commonly used when a business wants to establish a formal relationship for the distribution of their products without creating an employment or franchise relationship. The contract comprehensively addresses the commercial and operational aspects of the distribution relationship, including appointment terms, territory rights, ordering processes, pricing structures, performance expectations, and brand protection measures. Under Australian law, particular attention must be paid to competition law compliance, especially regarding exclusive dealing and resale price maintenance provisions. The agreement should also align with the Competition and Consumer Act 2010 and the Australian Consumer Law, while considering industry-specific regulations where applicable.
Suggested Sections

1. Parties: Identifies and provides full legal details of the supplier and distributor

2. Background: Sets out the context and commercial intent of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Establishes the distributor's appointment, territory, and whether the appointment is exclusive or non-exclusive

5. Term and Renewal: Specifies the initial term of the agreement and any renewal provisions

6. Supply of Products: Details the terms and conditions for ordering, delivery, and acceptance of products

7. Prices and Payment: Specifies pricing structure, payment terms, and invoicing procedures

8. Obligations of Distributor: Lists key responsibilities and commitments of the distributor

9. Obligations of Supplier: Lists key responsibilities and commitments of the supplier

10. Intellectual Property Rights: Addresses ownership and usage rights of trademarks, patents, and other IP

11. Confidentiality: Defines confidential information and obligations to maintain confidentiality

12. Warranties and Indemnities: Sets out warranties provided and indemnification obligations

13. Termination: Specifies grounds for termination and the termination process

14. Post-Termination: Outlines obligations and rights after agreement termination

15. General Provisions: Includes standard boilerplate clauses such as notices, assignment, and governing law

Optional Sections

1. Performance Targets: Sets minimum purchase or performance requirements - include when supplier wants to ensure minimum activity levels

2. Marketing and Promotion: Details marketing obligations and cost sharing - include when specific marketing commitments are required

3. Training Requirements: Specifies training obligations for distributor's staff - include for technical or complex products

4. Sub-Distributors: Rules for appointing sub-distributors - include if sub-distribution is permitted

5. Insurance Requirements: Specific insurance obligations - include for high-value or high-risk products

6. Data Protection: Obligations regarding personal data handling - include when personal data is processed

7. Compliance with Laws: Specific regulatory compliance requirements - include for regulated products

8. Non-Competition: Restrictions on competing activities - include when exclusivity is important

9. Product Support: Technical support and maintenance obligations - include for technical products

10. Minimum Stock Requirements: Stock holding obligations - include when consistent stock levels are crucial

Suggested Schedules

1. Products Schedule: Detailed list of products covered by the agreement, including specifications and prices

2. Territory Schedule: Detailed description of the geographic territory, including any excluded areas

3. Performance Criteria: Specific targets, metrics, and evaluation criteria for distributor performance

4. Technical Requirements: Technical specifications, quality standards, and compliance requirements

5. Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks and branding

6. Service Level Agreement: Detailed service standards and response times

7. Commission Structure: Detailed breakdown of commission calculations and payment terms

8. Returns Policy: Procedures and conditions for product returns and credits

9. Approved Sub-Distributors: List of approved sub-distributors if applicable

10. Required Reports: Templates and specifications for required reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































Clauses










































Relevant Industries

Retail

Consumer Goods

Technology

Pharmaceuticals

Automotive

Food and Beverage

Industrial Equipment

Electronics

Medical Devices

Construction Materials

Fashion and Apparel

Telecommunications

Software

Agricultural Products

Relevant Teams

Legal

Commercial

Sales

Operations

Supply Chain

Procurement

Compliance

Finance

Business Development

Distribution

Channel Management

Product Management

Relevant Roles

Chief Commercial Officer

Sales Director

Business Development Manager

Commercial Manager

Legal Counsel

Procurement Manager

Supply Chain Manager

Operations Director

Channel Manager

Contract Manager

Distribution Manager

Compliance Officer

Chief Legal Officer

Regional Sales Manager

Product Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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