The Distributor Settlement Agreement is essential when parties wish to formally terminate their distribution relationship and resolve all outstanding matters in a comprehensive manner. It is particularly important in the German legal context, where distributors may have statutory rights to compensation upon termination, similar to commercial agents under §89b of the German Commercial Code (HGB). This document is typically used when parties agree to end their relationship amicably, or following a dispute that has been resolved through negotiation. It covers crucial elements such as financial settlements, inventory disposition, customer transition arrangements, and post-termination obligations. The agreement must carefully consider German legal requirements regarding compensation claims, notice periods, and post-contractual restrictions, while providing both parties with legal certainty through comprehensive mutual releases and clear transition protocols.
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1. Parties: Identification of the principal/supplier and distributor, including full legal names and addresses
2. Background: Context of the distribution relationship, reference to original agreement, and reason for settlement
3. Definitions: Key terms used throughout the agreement, including specific German law concepts where relevant
4. Termination of Distribution Agreement: Formal termination of the original distribution agreement and confirmation of termination date
5. Settlement Sum: Details of any compensation or settlement payment, including payment terms and currency
6. Outstanding Payments: Settlement of any outstanding invoices, commissions, or other financial obligations
7. Treatment of Inventory: Handling of remaining inventory, including return or purchase arrangements
8. Customer Transition: Process for transitioning customer relationships and handling ongoing customer matters
9. Intellectual Property: Cessation of IP rights and return/destruction of branded materials
10. Confidentiality: Ongoing obligations regarding confidential information
11. Release and Waiver: Mutual release of claims related to the distribution relationship
12. Post-Termination Restrictions: Non-compete and non-solicitation provisions, if applicable
13. Final Provisions: Standard closing provisions including governing law, jurisdiction, and entire agreement clause
1. Tax Matters: Include when there are specific tax implications or arrangements to be addressed
2. Employee Matters: Include when the distributor has dedicated employees for principal's products requiring specific arrangements
3. Insurance Claims: Include when there are ongoing or potential insurance matters to be addressed
4. Data Protection: Include when significant customer or personal data transfer is involved
5. Territory Reallocation: Include when specific arrangements for territory handling post-termination are needed
6. Warranty Claims: Include when ongoing warranty obligations need to be addressed
7. Third Party Claims: Include when there are pending or potential third-party claims to be addressed
1. Schedule 1 - Settlement Calculation: Detailed breakdown of settlement sum calculation including any statutory compensation
2. Schedule 2 - Inventory List: Detailed list of remaining inventory and agreed handling/pricing
3. Schedule 3 - Outstanding Invoices: List of all outstanding invoices and payment obligations
4. Schedule 4 - Customer List: List of customers and agreed transition arrangements
5. Schedule 5 - Intellectual Property: List of IP rights and materials to be returned or destroyed
6. Schedule 6 - Transition Timeline: Detailed timeline for implementing various aspects of the settlement
7. Schedule 7 - Bank Details: Banking information for settlement payments
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Automotive
Consumer Goods
Electronics
Pharmaceuticals
Industrial Equipment
Technology
Food and Beverage
Machinery
Chemical
Medical Devices
Retail
Software
Telecommunications
Relevant Teams
Legal
Sales
Finance
Operations
Supply Chain
Compliance
Business Development
Commercial
Distribution
Account Management
Relevant Roles
Chief Executive Officer
Managing Director
Commercial Director
Sales Director
Head of Distribution
Legal Counsel
Contract Manager
Business Development Manager
Regional Sales Manager
Supply Chain Manager
Chief Financial Officer
Finance Director
Operations Director
Compliance Officer
Distribution Network Manager
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