Exclusive Dealer Agreement Template for Germany

The Exclusive Dealer Agreement is a critical commercial contract used to establish and regulate exclusive distribution relationships in the German market. This document is essential when a manufacturer or supplier wishes to grant exclusive rights to a dealer to distribute their products within a specific territory in Germany or broader European regions. The agreement must carefully balance commercial interests with legal compliance, particularly regarding German distribution law, EU competition regulations, and the German Civil Code (BGB). It typically includes detailed provisions on exclusivity scope, performance requirements, intellectual property rights, and termination conditions. This type of agreement is particularly important for businesses seeking to establish a strong market presence through dedicated distribution channels while maintaining control over their product distribution and brand representation.

1. Parties: Identification of the supplier and dealer with full legal names and addresses

2. Background: Context of the agreement, brief description of parties' businesses, and purpose of the arrangement

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

4. Appointment and Scope: Explicit appointment of dealer as exclusive distributor, definition of territory and products covered

5. Grant of Rights: Detailed description of rights granted, including exclusivity terms and any reserved rights

6. Term: Duration of the agreement, including initial term and renewal provisions

7. Dealer Obligations: Core obligations including minimum purchase requirements, marketing efforts, reporting, and performance standards

8. Supplier Obligations: Supplier's commitments regarding product supply, support, training, and marketing assistance

9. Prices and Payment Terms: Pricing structure, payment terms, currency, and price adjustment mechanisms

10. Intellectual Property Rights: Usage rights for trademarks, branding guidelines, and IP protection obligations

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Competition restrictions during and after the agreement term, subject to German and EU law

13. Termination: Termination grounds, notice periods, and procedures

14. Post-Termination: Rights and obligations after termination, including inventory handling and customer transition

15. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes