Non Exclusive Distribution Agreement Template for Australia

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Key Requirements PROMPT example:

Non Exclusive Distribution Agreement

"I need a Non-Exclusive Distribution Agreement for my Australian software company to appoint distributors in New South Wales and Victoria, with specific provisions for SaaS product licensing and technical support requirements, starting from March 2025."

Document background
The Non-Exclusive Distribution Agreement is a crucial commercial contract used when a supplier wishes to appoint a distributor to sell their products while maintaining the flexibility to appoint other distributors in the same territory. This document is particularly relevant for businesses expanding their market presence in Australia through distribution networks. It includes comprehensive provisions covering product ordering, delivery terms, pricing structures, intellectual property rights, and compliance with Australian law, particularly the Competition and Consumer Act 2010. The agreement is designed to protect both parties' interests while establishing clear operational parameters for the distribution relationship. It's commonly used when suppliers want to maintain control over their distribution network while maximizing market reach through multiple distributors.
Suggested Sections

1. Parties: Identification and details of the supplier and distributor

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Terms of the non-exclusive appointment and definition of the territory

5. Products: Description of products covered by the agreement

6. Term and Termination: Duration of the agreement and termination provisions

7. Distributor Obligations: Key responsibilities and obligations of the distributor

8. Supplier Obligations: Key responsibilities and obligations of the supplier

9. Ordering and Delivery: Process for ordering products and delivery terms

10. Prices and Payment: Pricing structure, payment terms, and related conditions

11. Intellectual Property: Protection and usage of trademarks, patents, and other IP

12. Confidentiality: Protection of confidential information

13. Warranties and Indemnities: Warranties provided by both parties and indemnification provisions

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

Optional Sections

1. Minimum Purchase Requirements: Include when specific purchase targets or quotas are required

2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required

3. Training and Support: Include when the supplier provides specific training or technical support

4. Non-Competition: Include when restricting distributor from competing activities

5. Insurance: Include when specific insurance requirements are needed

6. Quality Control: Include for products requiring specific quality standards or certifications

7. Reporting Requirements: Include when specific sales or inventory reporting is required

8. Sub-distributors: Include when the distributor may appoint sub-distributors

9. Product Returns: Include when specific return policies are needed

10. Force Majeure: Include when specific force majeure provisions are required

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products, including specifications and SKUs

2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions

3. Schedule 3 - Prices: Price list and discount structure

4. Schedule 4 - Minimum Purchase Requirements: Specific targets or quotas if applicable

5. Schedule 5 - Service Level Agreement: Detailed service standards and metrics

6. Schedule 6 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks

7. Appendix A - Order Form Template: Standard form for placing orders

8. Appendix B - Technical Specifications: Detailed technical requirements and standards

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

Relevant legal definitions
Clauses
Relevant Industries

Retail

Consumer Goods

Technology

Electronics

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Fashion and Apparel

Construction Materials

Medical Devices

Software and Digital Products

Relevant Teams

Legal

Commercial

Sales

Business Development

Supply Chain

Operations

Procurement

Compliance

Distribution

Channel Management

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Distribution Manager

Chief Commercial Officer

Operations Manager

Procurement Manager

Channel Manager

Regional Sales Director

General Counsel

Compliance Officer

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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