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The Sole Distributorship Agreement is essential for businesses seeking to establish exclusive distribution channels in New Zealand or for New Zealand companies aiming to secure exclusive distribution rights. This document is particularly relevant when a supplier wishes to maintain control over their product distribution while leveraging a local distributor's market knowledge and capabilities. The agreement typically includes comprehensive provisions covering product supply, territorial rights, performance metrics, and compliance with New Zealand regulatory requirements, including the Commerce Act 1986 and Fair Trading Act 1986. It's commonly used in situations where brand protection, market development, and controlled distribution are crucial to the supplier's business strategy.

1. Parties: Identifies and provides full legal details of the supplier/manufacturer and the distributor

2. Background: Outlines the context of the agreement, including the supplier's business, products, and intention to appoint an exclusive distributor

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets rules for interpretation

4. Appointment and Territory: Establishes the exclusive appointment of the distributor and defines the geographical territory

5. Term and Renewal: Specifies the initial term of the agreement and any renewal provisions

6. Supply of Products: Details the terms and conditions for ordering, supply, and delivery of products

7. Prices and Payment: Sets out pricing structure, payment terms, and price review mechanisms

8. Minimum Purchase Requirements: Specifies minimum order quantities or revenue targets the distributor must meet

9. Marketing and Promotion: Outlines responsibilities for marketing, advertising, and promotion of products

10. Intellectual Property Rights: Addresses the use of trademarks, patents, and other IP rights

11. Confidentiality: Protects confidential information exchanged between parties

12. Warranties and Liability: Details product warranties and limitations of liability

13. Termination: Specifies grounds for termination and post-termination procedures

14. General Provisions: Includes standard clauses like notices, assignment, governing law, and dispute resolution