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Termination Of Distribution Agreement for Belgium

Termination Of Distribution Agreement Template for Belgium

This document formalizes the termination of a distribution agreement under Belgian law, which provides specific protections for distributors through the Law of 27 July 1961. It addresses mandatory notice periods, compensation requirements, and transition arrangements between the supplier/manufacturer and the distributor. The agreement includes provisions for handling remaining inventory, customer relationships, and post-termination obligations, while ensuring compliance with Belgian distributor protection laws, which are known for being particularly protective of distributors' interests in comparison to other jurisdictions.

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Termination Of Distribution Agreement

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What is a Termination Of Distribution Agreement?

The Termination of Distribution Agreement is a crucial document used when ending a commercial distribution relationship in Belgium. It must be carefully drafted to comply with Belgium's strict distributor protection laws, particularly the Law of 1961 on Unilateral Termination of Exclusive Distribution Agreements. This document is essential when either party wishes to end the distribution relationship, whether by mutual agreement or unilateral termination. It addresses mandatory notice periods, goodwill compensation, reimbursement of investments, handling of remaining inventory, and transition arrangements. Given Belgium's protective stance toward distributors, this agreement requires particular attention to compensation calculations and termination procedures to ensure legal compliance and minimize the risk of disputes.

What sections should be included in a Termination Of Distribution Agreement?

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

2. Background: Reference to the original Distribution Agreement, its date, and brief context for the termination

3. Definitions: Key terms used in the termination agreement, including references to defined terms from the original agreement

4. Termination Date: Specific date when the Distribution Agreement will terminate, ensuring compliance with Belgian law notice requirements

5. Compensation: Details of any termination compensation, including goodwill compensation and reimbursement for investments as required under Belgian law

6. Outstanding Payments: Settlement of any outstanding invoices, commissions, or other payments between the parties

7. Transition Arrangements: Process for handling the transition period, including handling of ongoing orders and customer relationships

8. Return of Materials: Requirements for return of marketing materials, confidential information, and other supplier property

9. Confidentiality: Ongoing obligations regarding confidential information and trade secrets

10. Surviving Provisions: Identification of provisions from the original agreement that survive termination

11. Governing Law and Jurisdiction: Confirmation of Belgian law as governing law and jurisdiction for disputes

What sections are optional to include in a Termination Of Distribution Agreement?

1. Inventory Handling: Include when there is remaining inventory to be dealt with, addressing buyback or sell-off periods

2. Employee Matters: Include when the distributor has dedicated employees for the supplier's products or when staff transfers are contemplated

3. Intellectual Property Rights: Include when there are specific IP rights or licenses that need to be addressed post-termination

4. Non-Compete Obligations: Include when implementing post-termination competition restrictions (subject to Belgian law limitations)

5. Customer Transfer: Include when specific arrangements are needed for transferring customer relationships

6. Tax Provisions: Include when there are specific tax implications that need to be addressed

7. Dispute Resolution: Include when parties want to specify alternative dispute resolution mechanisms

What schedules should be included in a Termination Of Distribution Agreement?

1. Schedule 1 - Compensation Calculation: Detailed breakdown of termination compensation amounts and calculations

2. Schedule 2 - Inventory List: List of current inventory and agreed handling procedures

3. Schedule 3 - Outstanding Orders: List of pending orders and their handling

4. Schedule 4 - Customer List: List of customers and agreed transition arrangements

5. Schedule 5 - Transition Timeline: Detailed timeline for implementing termination and transition activities

6. Appendix A - Original Distribution Agreement: Copy of the original distribution agreement being terminated

7. Appendix B - Required Notices: Copies of formal notices given in relation to the termination

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

Belgium

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions



































Clauses




































Relevant Industries

Consumer Goods

Retail

Manufacturing

Automotive

Electronics

Pharmaceuticals

Food and Beverage

Industrial Equipment

Chemical Products

Luxury Goods

Construction Materials

Medical Devices

Software and Technology

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Operations

Supply Chain

Business Development

Compliance

Finance

Distribution

Logistics

Customer Service

International Trade

Relevant Roles

Legal Counsel

Commercial Director

Sales Manager

Distribution Manager

Business Development Manager

Contract Manager

Supply Chain Manager

Chief Commercial Officer

Operations Director

General Counsel

Managing Director

CEO

Compliance Officer

Regional Sales Director

Territory 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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