The contracts on EU-distributor.com are drafted having regard to the fact that in the long run it benefits both the distributor and the supplier if the agreement is balanced and seeks to protect the interests of both parties. Commercial agent agreements as well as sole-distributor agreements are the beginning of a continuing cooperation which requires mutual loyalty to prevent conflicts and deteriorate turnover for all parties involved.
When negotiating the terms of the agreement the draft contracts can be used as a checklist. It cannot replace professional counsel and any use is at your own risk.
Checklist prior to the signing of the contract
- Delimitation of areas, geography/customers
- Turnover requirements/expectations and consequences
- Marketing and the use of intellectual property, i.e. trademarks
- The use of sub-agents/distributors
- Competing undertakings
- Product liability – intermediaries
- Breach – what is considered breach of contract and what are the consequences
- Regulation of termination – how do the parties part in a reasonable manner?
- Compensation for goodwill. Who is entitled to customers and possible network of sub-agents in case of termination.
- Transfer to third party (change of control) and the indication of key figures
- Choice of law and jurisdiction