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Non Resale Agreement for Canada

Non Resale Agreement Template for Canada

A Canadian Non-Resale Agreement is a legally binding contract that restricts the purchaser from reselling, redistributing, or transferring products or services acquired from the supplier. This agreement is designed to protect distribution channels, maintain quality control, and ensure compliance with Canadian federal and provincial regulations. The document incorporates provisions that align with Canadian competition laws while establishing clear terms for authorized use, compliance monitoring, and enforcement mechanisms. It is particularly structured to comply with both federal legislation such as the Competition Act and applicable provincial commercial laws.

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What is a Non Resale Agreement?

The Non-Resale Agreement is utilized when a supplier needs to maintain control over their distribution network and prevent unauthorized resale of their products or services. This document is essential in scenarios where products require specific handling, quality control, or where market positioning needs protection. The agreement, governed by Canadian law, typically includes detailed provisions on permitted uses, compliance requirements, and enforcement mechanisms. It is particularly relevant when dealing with specialized equipment, controlled substances, licensed products, or exclusive distribution arrangements. The document must carefully balance restrictions with Canadian competition laws while providing clear guidelines for authorized use and consequences of non-compliance. This agreement is commonly used in conjunction with supply agreements, distribution contracts, or licensing arrangements to create a comprehensive legal framework for controlled product distribution.

What sections should be included in a Non Resale Agreement?

1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details

2. Background: Context of the agreement, relationship between parties, and purpose of the non-resale restrictions

3. Definitions: Key terms used throughout the agreement, including 'Products', 'Territory', 'Resale', 'Authorized Use'

4. Scope of Agreement: Specific products or services covered by the non-resale restrictions

5. Non-Resale Obligations: Core restrictions and specific prohibited activities regarding resale of products

6. Authorized Uses: Permitted uses of the products and any exceptions to the non-resale restrictions

7. Term and Termination: Duration of the agreement and circumstances for early termination

8. Compliance and Reporting: Requirements for demonstrating compliance with non-resale obligations

9. Warranties and Representations: Statements of fact and promises made by each party regarding their ability to comply

10. Breach and Remedies: Consequences of violating the agreement and available remedies

11. General Provisions: Standard contractual clauses including governing law, notices, and amendment procedures

What sections are optional to include in a Non Resale Agreement?

1. Quality Control: Required when products need specific handling or storage requirements

2. Intellectual Property: Include when the products involve patents, trademarks, or other IP rights

3. Audit Rights: Add when regular verification of compliance is necessary

4. Security Measures: Include when specific security or tracking measures are required to prevent unauthorized resale

5. Export Control: Required when products are subject to export restrictions

6. Insurance: Include when specific insurance coverage is required for handling products

7. Confidentiality: Add when sharing of sensitive business information is involved

8. Territory Restrictions: Include when geographical limitations apply to the non-resale obligations

What schedules should be included in a Non Resale Agreement?

1. Schedule A - Products: Detailed list of products subject to non-resale restrictions

2. Schedule B - Authorized Locations: List of approved locations for storage and use of products

3. Schedule C - Pricing Structure: Price lists and any volume-based arrangements

4. Schedule D - Compliance Requirements: Detailed procedures for maintaining and demonstrating compliance

5. Schedule E - Approved Users: List of authorized personnel or entities permitted to use the products

6. Appendix 1 - Reporting Forms: Standard forms for required compliance reporting

7. Appendix 2 - Security Protocols: Detailed security measures and tracking procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Use Agreement

Cost

Free to use
Relevant legal definitions

































Clauses




































Relevant Industries

Manufacturing

Healthcare and Medical Devices

Pharmaceuticals

Technology and Software

Automotive

Aerospace and Defense

Chemical and Materials

Industrial Equipment

Electronics

Luxury Goods

Research and Development

Education

Biotechnology

Relevant Teams

Legal

Procurement

Supply Chain

Compliance

Sales

Operations

Quality Assurance

Business Development

Risk Management

Contract Administration

Distribution

Commercial

Relevant Roles

Procurement Manager

Commercial Director

Supply Chain Manager

Legal Counsel

Compliance Officer

Sales Director

Distribution Manager

Contract Administrator

Business Development Manager

Operations Manager

Quality Assurance Manager

Product Manager

Channel Manager

Chief Legal Officer

Risk 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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