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International Exclusive Distribution Agreement Template for England and Wales

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Key Requirements PROMPT example:

International Exclusive Distribution Agreement

"Need an International Exclusive Distribution Agreement for our new range of electric vehicle charging products, to be distributed in France and Germany, with minimum purchase requirements of €500,000 per quarter starting March 2025."

Document background
The International Exclusive Distribution Agreement is essential for businesses seeking to expand their market presence through exclusive distribution partnerships across international borders. This agreement, governed by English and Welsh law, defines the exclusive relationship between supplier and distributor, covering crucial aspects such as territory rights, minimum purchase requirements, marketing obligations, and compliance with international trade regulations. It's particularly important for establishing clear boundaries of exclusivity while ensuring compliance with competition laws and export regulations. The document provides comprehensive protection for both parties while facilitating international trade relationships.
Suggested Sections

1. Parties: Details of the distributor and supplier, including registered addresses

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of exclusivity and defined territorial limits

5. Term and Termination: Duration of agreement and termination provisions

6. Supply Terms: Ordering process, delivery terms, and pricing

7. Obligations of Distributor: Key responsibilities and performance requirements

8. Obligations of Supplier: Support, training, and supply commitments

9. Intellectual Property Rights: Usage rights and restrictions regarding trademarks and other IP

Optional Sections

1. Minimum Purchase Requirements: Specific volume commitments and minimum order quantities required from the distributor

2. Marketing and Promotion: Detailed marketing obligations, cost sharing arrangements, and promotional requirements

3. Non-Compete Provisions: Restrictions on handling competing products and post-termination competition limitations

Suggested Schedules

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

2. Territory Schedule: Detailed description of geographical territory and any excluded areas

3. Price List: Current prices, discount structures, and pricing review mechanisms

4. Service Level Agreement: Performance metrics, service standards, and response times

5. Brand Guidelines: Rules for use of supplier's trademarks, branding, and marketing materials

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

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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Competition Act 1998: Key UK legislation governing anti-competitive agreements, including Chapter I prohibitions. Particularly relevant for vertical agreements and exclusive distribution arrangements.

Consumer Rights Act 2015: Crucial for distribution agreements involving consumer goods, particularly regarding unfair contract terms provisions.

Sale of Goods Act 1979: Establishes fundamental principles of sale contracts, including title and quality requirements in English law.

Retained EU VABER: Post-Brexit retained EU Vertical Agreements Block Exemption Regulation, governing territory restrictions and online sales rules.

UK-EU Trade and Cooperation Agreement: Critical for distribution involving EU territories, covering customs and trade requirements post-Brexit.

Export Control Act 2002: Regulates export licensing requirements and trade restrictions for international distribution.

International Sanctions Regulations: Ensures compliance with trade sanctions and requires restricted party screening in international trade.

Trade Marks Act 1994: Governs intellectual property rights protection in distribution agreements, particularly regarding trademark usage.

Copyright, Designs and Patents Act 1988: Protects intellectual property rights in distribution relationships, including product designs and marketing materials.

UK GDPR and Data Protection Act 2018: Regulates the processing and transfer of personal data in international distribution relationships.

ICC Incoterms: International Commercial Terms defining parties' obligations and risks in international goods delivery.

Agency Law Principles: Common law principles distinguishing distribution relationships from agency arrangements.

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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