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The Equity Distribution Agreement is a crucial document used in Australian financial markets when a company seeks to distribute its equity securities through professional distributors or financial intermediaries. This agreement is particularly important for companies looking to expand their investor base or raise capital through secondary market distributions. The document must comply with Australian securities laws, particularly the Corporations Act 2001 and ASIC regulations, and typically includes detailed provisions on distribution rights, compliance requirements, commission structures, and reporting obligations. It's essential for both listed and unlisted companies engaging distributors to place their securities, and requires careful consideration of both regulatory requirements and commercial terms to ensure effective distribution while maintaining legal compliance.

1. Parties: Identifies and provides full details of the contracting parties - typically the company issuing the equity and the distributor

2. Background: Sets out the context of the agreement, including the company's desire to distribute equity securities and the distributor's capabilities

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Appointment and Authority: Establishes the distributor's appointment, scope of authority, and any territorial limitations

5. Distribution Rights and Obligations: Details the specific rights granted to the distributor and their core obligations

6. Compliance Requirements: Outlines regulatory compliance obligations, including securities laws and disclosure requirements

7. Fees and Commission Structure: Specifies the compensation structure, including commission rates and payment terms

8. Marketing and Promotion: Sets out requirements and restrictions for marketing the equity securities

9. Reporting and Records: Establishes reporting obligations and record-keeping requirements

10. Representations and Warranties: Contains standard and specific warranties from both parties

11. Term and Termination: Specifies the duration of the agreement and circumstances for termination

12. Confidentiality: Establishes obligations regarding confidential information

13. Indemnification: Sets out mutual indemnification obligations

14. General Provisions: Contains standard boilerplate clauses including notices, governing law, and dispute resolution