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Wholesale Exclusivity Agreement Template for Australia

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Key Requirements PROMPT example:

Wholesale Exclusivity Agreement

"I need a Wholesale Exclusivity Agreement for my pharmaceutical company to appoint an exclusive distributor in Western Australia, starting January 2025, with minimum purchase commitments and strict quality control requirements for medical products."

Document background
A Wholesale Exclusivity Agreement is essential for businesses establishing exclusive distribution channels in Australia. This document is typically used when a manufacturer or supplier wants to grant exclusive distribution rights to a wholesaler in a specific territory, ensuring controlled market penetration while maintaining brand integrity. The agreement must carefully balance commercial objectives with Australian competition law requirements, particularly the Competition and Consumer Act 2010's provisions on exclusive dealing. Key considerations include territorial restrictions, performance obligations, and termination rights. The document is crucial for businesses seeking to establish or maintain structured distribution networks while ensuring legal compliance and protecting both parties' commercial interests.
Suggested Sections

1. Parties: Identification of the wholesaler and supplier/manufacturer entering into the agreement

2. Background: Context of the agreement, relationship between parties, and general commercial intent

3. Definitions: Key terms used throughout the agreement, including Territory, Products, Exclusive Period

4. Grant of Exclusive Rights: Scope of exclusivity, territory coverage, and nature of exclusive rights granted

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

6. Supply Obligations: Supplier's obligations regarding product supply, minimum volumes, and quality standards

7. Purchase Obligations: Wholesaler's commitments, including minimum purchase quantities and forecasting requirements

8. Pricing and Payment Terms: Product pricing structure, payment terms, and price review mechanisms

9. Quality Control: Quality standards, inspection rights, and compliance requirements

10. Marketing and Promotion: Parties' responsibilities for marketing, branding guidelines, and promotional activities

11. Intellectual Property: IP ownership, licensing terms, and usage rights

12. Confidentiality: Protection of confidential information and trade secrets

13. Termination: Termination rights, grounds for termination, and consequences

14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Performance Targets: Specific KPIs and performance metrics, used when parties want to link continuation of exclusivity to performance

2. Sub-distributors: Rights and conditions for appointing sub-distributors, included when sub-distribution is permitted

3. Export Restrictions: Specific provisions regarding export limitations, needed for international trade control

4. Force Majeure: Provisions for unforeseen circumstances affecting performance, particularly relevant in long-term agreements

5. Insurance: Specific insurance requirements, included when high-value products or significant risks are involved

6. Data Protection: Provisions for handling customer data, required when personal data is shared between parties

7. Anti-corruption: Compliance with anti-corruption laws, particularly important in international arrangements

8. Change of Control: Provisions dealing with ownership changes, relevant for strategic relationships

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions

3. Schedule 3 - Pricing Schedule: Detailed pricing structure, discounts, and rebate mechanisms

4. Schedule 4 - Performance Criteria: Specific performance targets, measurement methods, and reporting requirements

5. Schedule 5 - Service Levels: Detailed service level requirements and measurement criteria

6. Schedule 6 - Marketing Guidelines: Specific requirements for marketing, branding, and promotional activities

7. Appendix A - Reporting Templates: Standard forms for performance reporting and forecasting

8. Appendix B - Quality Standards: Detailed quality specifications and testing procedures

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

Consumer Goods

Pharmaceuticals

Automotive Parts

Electronics

Industrial Equipment

Food and Beverage

Fashion and Apparel

Building Materials

Medical Devices

Sporting Goods

Relevant Teams

Legal

Commercial

Sales

Distribution

Supply Chain

Procurement

Business Development

Compliance

Operations

Relevant Roles

Commercial Director

Head of Distribution

Supply Chain Manager

Chief Commercial Officer

Legal Counsel

Sales Director

Business Development Manager

Procurement Manager

Contract Manager

Territory Manager

Distribution Network Manager

Channel Partner 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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