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Exclusive Supply Agreement for Australia

Exclusive Supply Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that establishes an exclusive supply arrangement between a supplier and purchaser. The agreement details the terms and conditions under which the supplier commits to providing specified goods or services exclusively to the purchaser within defined parameters. It addresses key aspects including pricing, quality standards, minimum purchase requirements, delivery terms, and territory restrictions while ensuring compliance with Australian competition law, particularly the Competition and Consumer Act 2010.

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What is a Exclusive Supply Agreement?

The Exclusive Supply Agreement is a critical commercial contract used when a purchaser seeks to secure exclusive rights to receive specific products or services from a supplier, or when a supplier wishes to establish an exclusive distribution channel. This document, governed by Australian law, typically includes detailed terms covering supply obligations, exclusivity scope, minimum purchase commitments, quality standards, and termination rights. It must be carefully structured to comply with Australian competition law, particularly the exclusive dealing provisions of the Competition and Consumer Act 2010. The agreement is commonly used in various industries where securing a reliable and exclusive supply chain is essential for business operations or market strategy.

What sections should be included in a Exclusive Supply Agreement?

1. Parties: Identification and details of all parties to the agreement

2. Background: Context of the agreement and relationship between parties

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Term and Renewal: Duration of agreement and renewal provisions

5. Exclusivity Obligations: Scope and nature of exclusive supply arrangement

6. Supply Obligations: Core obligations regarding supply of goods/services

7. Ordering Process: Procedures for placing and accepting orders

8. Pricing and Payment: Price setting, payment terms, and invoicing requirements

9. Delivery and Acceptance: Delivery terms, timeframes, and acceptance procedures

10. Quality Requirements: Quality standards, specifications, and compliance requirements

11. Warranties: Warranties regarding products/services and performance

12. Insurance and Liability: Insurance requirements and liability limitations

13. Intellectual Property: IP ownership and licensing provisions

14. Confidentiality: Protection of confidential information

15. Termination: Termination rights and procedures

16. Dispute Resolution: Process for resolving disputes

17. General Provisions: Standard boilerplate clauses

What sections are optional to include in a Exclusive Supply Agreement?

1. Minimum Purchase Requirements: Used when agreement includes minimum purchase obligations

2. Territory Restrictions: When supply is limited to specific geographic areas

3. Marketing and Promotion: When parties have specific marketing obligations

4. Compliance with Standards: For heavily regulated industries or products

5. Force Majeure: Detailed force majeure provisions for high-risk or international supply

6. Change Control: For complex agreements requiring formal change management

7. Service Levels: When agreement includes specific performance metrics

8. Product Development: For arrangements involving ongoing product development

9. Import/Export Compliance: For international supply arrangements

10. Data Protection: When arrangement involves processing personal data

What schedules should be included in a Exclusive Supply Agreement?

1. Schedule 1 - Products/Services: Detailed description of products or services being supplied

2. Schedule 2 - Pricing: Detailed pricing structure, including any volume discounts

3. Schedule 3 - Service Levels: Detailed service level requirements and metrics

4. Schedule 4 - Technical Specifications: Detailed technical requirements and specifications

5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures

6. Schedule 6 - Key Personnel: Details of key personnel involved in supply arrangement

7. Schedule 7 - Approved Sub-contractors: List of approved sub-contractors if relevant

8. Schedule 8 - Form of Purchase Order: Standard form for purchase orders

9. Appendix A - Compliance Requirements: Detailed regulatory or compliance requirements

10. Appendix B - Reporting Requirements: Templates and requirements for regular reporting

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions





































Clauses




































Relevant Industries

Manufacturing

Retail

Food and Beverage

Technology

Pharmaceuticals

Automotive

Construction

Mining

Agriculture

Electronics

Telecommunications

Consumer Goods

Industrial Equipment

Chemical

Energy

Relevant Teams

Legal

Procurement

Supply Chain

Commercial

Operations

Risk and Compliance

Finance

Sales

Business Development

Contract Management

Relevant Roles

Procurement Manager

Supply Chain Director

Commercial Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Chief Commercial Officer

Purchasing Manager

Vendor Relations Manager

General Counsel

Sales Director

Category Manager

Supply Chain Analyst

Risk 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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