This document template is designed for establishing exclusive distribution arrangements under New Zealand law. The Sole Distributor Agreement is utilized when a supplier wishes to grant exclusive rights to a single distributor to sell and market their products within a specified territory. It is particularly crucial for businesses expanding their market presence through dedicated distribution channels. The agreement encompasses essential elements such as appointment terms, territorial rights, performance requirements, and compliance with New Zealand legislation, including the Commerce Act 1986 and Fair Trading Act 1986. This comprehensive agreement template is structured to protect both parties' interests while ensuring compliance with competition laws and commercial regulations in New Zealand.
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1. Parties: Identification and details of the supplier/manufacturer and the distributor
2. Background: Context of the agreement, including brief description of the business relationship and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of exclusive appointment and defined territory for distribution rights
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Distributor Rights and Obligations: Core responsibilities of the distributor including sales, marketing, and maintenance of standards
7. Supplier Rights and Obligations: Core responsibilities of the supplier including product supply, support, and training
8. Ordering and Delivery: Procedures for ordering products, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, and price adjustment mechanisms
10. Intellectual Property: Usage rights and restrictions regarding trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Performance Targets: Minimum purchase or sales requirements and consequences of non-achievement
13. Termination: Grounds for termination and termination procedures
14. Post-Termination: Rights and obligations of parties after termination
15. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Marketing and Promotion: Detailed marketing obligations and cost-sharing arrangements, used when specific marketing requirements are needed
2. Training Requirements: Specific training obligations for distributor's staff, included when products require technical knowledge
3. After-Sales Service: Requirements for maintenance and repair services, relevant for technical or complex products
4. Non-Competition: Restrictions on competing products or businesses, used when exclusivity needs additional protection
5. Insurance: Specific insurance requirements, important for high-value or high-risk products
6. Compliance with Laws: Specific regulatory compliance requirements, crucial for regulated industries
7. Sub-Distributors: Rights and conditions for appointing sub-distributors, used when sub-distribution is permitted
8. Data Protection: Specific data handling requirements, important when personal data is processed
9. Force Majeure: Detailed force majeure provisions, important in international distribution arrangements
1. Products Schedule: Detailed list of products covered by the agreement, including specifications
2. Territory Schedule: Detailed description of the geographic territory, including any excluded areas
3. Price List: Current prices and discount structures
4. Performance Targets Schedule: Detailed sales targets and measurement criteria
5. Technical Requirements: Technical specifications and standards for product handling and storage
6. Trademark Usage Guidelines: Specific requirements for use of supplier's trademarks and branding
7. Service Level Agreement: Detailed service standards and response times
8. Approved Sub-distributors: List of approved sub-distributors if applicable
9. Marketing Guidelines: Detailed marketing and promotion requirements and standards
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