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Intercompany Distribution Agreement

Intercompany Distribution Agreement Template for Germany

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Key Requirements PROMPT example:

Intercompany Distribution Agreement

"Need an Intercompany Distribution Agreement under German law for our Munich-based parent company to distribute automotive parts through our subsidiary in Austria, with specific focus on electric vehicle components and compliance with EU automotive regulations."

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Document background
The Intercompany Distribution Agreement is essential for corporate groups operating in Germany that wish to establish formal distribution arrangements between their affiliated entities. This document is particularly crucial when a group company manufactures or supplies products that are distributed by another group entity within specific territories. The agreement must comply with German civil and commercial laws, including the German Civil Code (BGB) and Commercial Code (HGB), while also adhering to EU competition laws and group-wide governance requirements. It typically includes detailed provisions on supply terms, pricing mechanisms that satisfy transfer pricing regulations, quality standards, compliance obligations, and intellectual property rights. The document is designed to balance the need for formal legal structure with the flexibility required for efficient intercompany operations.
Suggested Sections

1. Parties: Identification of the group companies entering into the agreement, including registration details

2. Background: Context of the distribution arrangement within the group structure and business objectives

3. Definitions and Interpretation: Key terms used throughout the agreement, including Products, Territory, and group-specific terminology

4. Appointment and Scope: Terms of distributor appointment, exclusivity provisions, and territorial scope

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

6. Prices and Payment: Pricing mechanism, payment terms, and transfer pricing compliance

7. Distributor Obligations: Core obligations including marketing, minimum purchase requirements, and reporting

8. Supplier Obligations: Support, training, and product supply commitments

9. Intellectual Property Rights: License to use group IP and related protections

10. Compliance: Regulatory compliance, permits, and group policy adherence

11. Confidentiality: Protection of group confidential information and trade secrets

12. Term and Termination: Duration, renewal, and termination provisions

13. Post-Termination: Rights and obligations after agreement termination

14. General Provisions: Standard boilerplate clauses adapted for intercompany context

Optional Sections

1. Product Development Collaboration: Include when distributor will participate in product development or customization

2. Shared Services: Include when group shared services are part of the distribution arrangement

3. Local Manufacturing: Include when distributor will manufacture products under license

4. Digital Distribution: Include for online sales and digital product distribution

5. Group Marketing Initiatives: Include for participation in group-wide marketing campaigns

6. Regulatory Compliance Officer: Include when local regulations require dedicated compliance personnel

7. Data Protection: Include detailed GDPR compliance when personal data processing is significant

8. Group Insurance: Include when utilizing group-wide insurance coverage

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement

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

3. Schedule 3 - Prices and Payment Terms: Price lists, discounts, and transfer pricing methodology

4. Schedule 4 - Quality Standards: Product quality requirements and quality control procedures

5. Schedule 5 - Service Levels: Performance metrics and service level requirements

6. Schedule 6 - Group Policies: Relevant group policies and compliance requirements

7. Schedule 7 - Trademark Usage Guidelines: Rules for using group trademarks and branding

8. Appendix A - Technical Specifications: Detailed product specifications and technical requirements

9. Appendix B - Reporting Templates: Standard forms for required reporting

10. Appendix C - Compliance Certificates: Required regulatory and compliance certifications

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Applicable Laws
Business Day
Commencement Date
Confidential Information
Control
Distributor
Effective Date
Force Majeure
Group
Group Policies
Intellectual Property Rights
Minimum Purchase Requirements
Net Sales
Order
Parent Company
Products
Product Specifications
Purchase Price
Quarter
Related Party
Regulatory Approvals
Service Levels
Subsidiary
Supplier
Supply Terms
Term
Territory
Trademarks
Transfer Pricing Policy
VAT
Working Hours
Year
Quality Standards
Marketing Materials
Technical Documentation
Compliance Requirements
Distribution Channel
End Customer
Group Company
Holding Company
Local Requirements
Operating Procedures
Performance Metrics
Reporting Period
Sales Forecast
Stock Requirements
Target Market
Trade Terms
Training Materials
Warranty Period
Clauses
Appointment
Territory
Exclusivity
Supply Obligations
Purchase Obligations
Ordering Process
Delivery Terms
Pricing
Payment Terms
Transfer Pricing
Marketing and Promotion
Quality Control
Product Standards
Training
Technical Support
Reporting Requirements
Performance Standards
Intellectual Property
Trademark Usage
Confidentiality
Data Protection
Compliance
Anti-Corruption
Competition Law
Record Keeping
Audit Rights
Insurance
Indemnification
Limitation of Liability
Force Majeure
Term
Termination
Post-Termination Obligations
Assignment
Group Reorganization
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendments
Severability
Group Policies Compliance
Regulatory Compliance
Stock Requirements
Product Returns
Warranty
Product Liability
Non-Circumvention
Staff Training
Business Continuity
Environmental Compliance
Import/Export Compliance
Relevant Industries

Manufacturing

Automotive

Consumer Goods

Electronics

Pharmaceuticals

Chemical

Industrial Equipment

Food and Beverage

Technology

Medical Devices

Telecommunications

Retail

Software

Relevant Teams

Legal

Finance

Operations

Sales

Supply Chain

Compliance

Tax

Commercial

Distribution

Procurement

Business Development

Corporate Affairs

Risk Management

Relevant Roles

Legal Counsel

Commercial Director

Supply Chain Manager

Chief Financial Officer

Compliance Officer

Sales Director

Managing Director

Operations Manager

Tax Manager

Business Development Manager

Regional Director

Distribution Manager

Corporate Controller

Procurement Manager

General Manager

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Primary source of German private law, governing fundamental contract principles, formation, performance, and remedies
German Commercial Code (Handelsgesetzbuch - HGB): Regulates commercial transactions and relationships between merchants, including specific provisions for distribution agreements
German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen - GWB): Controls anti-competitive practices and vertical agreements between companies
EU Competition Law (Article 101 TFEU): Regulates vertical agreements and distribution practices that may affect trade between EU member states
German Commercial Agents Act (Handelsvertreterrecht): Specific regulations for commercial agents and distributors, including mandatory provisions for termination and compensation
EU Vertical Block Exemption Regulation (VBER): Provides safe harbor for certain vertical agreements, including distribution agreements that meet specific criteria
German Corporate Income Tax Act (Körperschaftsteuergesetz - KStG): Governs taxation of intercompany transactions and transfer pricing requirements
German Limited Liability Companies Act (GmbH-Gesetz): Relevant for intercompany relationships and corporate governance aspects if parties are GmbHs
German Stock Corporation Act (Aktiengesetz): Applicable if any party is an AG, particularly regarding corporate group regulations and responsibilities
EU General Data Protection Regulation (GDPR): Governs the processing and transfer of personal data between group companies
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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