Exclusive Reseller Agreement Template for Australia

This document is essential for businesses seeking to establish controlled distribution channels in Australia through exclusive reseller arrangements. An Exclusive Reseller Agreement is particularly vital when a supplier wants to maintain brand consistency and market control while expanding through a single authorized distributor in a specific territory. The agreement must comply with Australian competition law, particularly the Competition and Consumer Act 2010, and includes provisions for territory definition, performance criteria, brand protection, and termination rights. It's commonly used when entering new markets, launching premium products, or maintaining strict quality control over distribution channels. The document addresses critical aspects such as minimum purchase commitments, marketing requirements, intellectual property protection, and compliance with Australian consumer protection laws.

1. Parties: Identification of the supplier/manufacturer and the exclusive reseller

2. Background: Context of the agreement, including brief description of the business relationship and intention to enter into exclusive reseller arrangement

3. Definitions: Key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Territory: Grant of exclusive reseller rights and definition of the geographic territory

5. Term and Renewal: Duration of the agreement and any renewal provisions

6. Supply of Products: Terms governing the ordering, delivery, and acceptance of products

7. Pricing and Payment: Product pricing, payment terms, and price adjustment mechanisms

8. Minimum Purchase Requirements: Minimum order quantities or sales targets that the reseller must meet

9. Marketing and Promotion: Requirements for marketing the products and maintaining brand standards

10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP

11. Confidentiality: Protection of confidential information exchanged between parties

12. Non-Competition: Restrictions on competing activities during and after the agreement

13. Warranties and Indemnities: Product warranties and mutual indemnification provisions

14. Termination: Grounds for termination and termination procedures

15. Post-Termination: Rights and obligations following termination

16. General Provisions: Standard boilerplate clauses including governing law, notices, etc.