Non Exclusive Distribution Agreement Template for Denmark

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Non Exclusive Distribution Agreement

Document background
A Non-Exclusive Distribution Agreement is utilized when a company wishes to establish a distribution channel in a specific territory while maintaining flexibility to work with multiple distributors or sell directly. This document, governed by Danish law and compliant with EU regulations, is essential for businesses expanding their market reach through third-party distributors. It defines the commercial relationship between supplier and distributor, covering crucial aspects such as territory rights, pricing structures, performance expectations, and compliance requirements. The agreement is particularly important in the Danish market context, where it must align with both local commercial practices and broader EU distribution regulations. The non-exclusive nature provides flexibility while still offering distributors sufficient protection and clarity regarding their rights and obligations.
Suggested Sections

1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and addresses

2. Background: Context of the agreement, including brief description of the parties' businesses and their intentions

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights

4. Appointment and Scope: Terms of distributor appointment, non-exclusive nature, and territorial scope

5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

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

7. Supplier Obligations: Supplier's commitments regarding product supply, support, and training

8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

9. Prices and Payment: Pricing structure, payment terms, and currency provisions

10. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Competition and Territory Restrictions: Compliance with EU and Danish competition laws regarding territorial restrictions

13. Product Warranty and Liability: Warranty terms and allocation of product liability risks

14. Force Majeure: Provisions for handling unforeseen circumstances affecting performance

15. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Marketing and Promotion Requirements: Detailed marketing obligations when specific promotional commitments are required

2. Performance Targets: Specific sales targets and consequences of non-achievement, used when performance metrics are crucial

3. Training Requirements: Detailed training obligations when products require specific technical knowledge

4. After-Sales Service: Service obligations when products require maintenance or support

5. Non-Compete Obligations: Competition restrictions when allowed under applicable law and business needs

6. Data Protection: GDPR compliance provisions when personal data processing is involved

7. Import/Export Compliance: Special provisions when cross-border trade outside EU is contemplated

8. Insurance Requirements: Specific insurance obligations when high-value or high-risk products are involved

Suggested Schedules

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

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

3. Schedule 3 - Prices and Payment Terms: Price lists, discount structures, and detailed payment conditions

4. Schedule 4 - Minimum Purchase Requirements: Specific quantities or values of required purchases, if applicable

5. Schedule 5 - Technical Specifications: Detailed product specifications and technical requirements

6. Schedule 6 - Service Level Requirements: Performance metrics and service standards

7. Schedule 7 - Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks

8. Appendix A - Reporting Templates: Standard forms for required periodic reporting

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Danish Contracts Act (Aftaleloven): Fundamental law governing contract formation, validity, and enforcement in Denmark. Essential for establishing the basic contractual framework of the distribution agreement.
Danish Sale of Goods Act (Købeloven): Regulates the sale of goods between commercial parties, including aspects of delivery, defects, and remedies relevant to distribution relationships.
Danish Competition Act (Konkurrenceloven): Ensures compliance with competition regulations, particularly regarding vertical agreements and market restrictions in distribution arrangements.
EU Competition Law - Article 101 TFEU: European competition law affecting vertical agreements, including distribution agreements, particularly regarding territorial restrictions and pricing practices.
EU Vertical Block Exemption Regulation: Provides safe harbor for certain vertical agreements, including distribution agreements, under EU competition law.
Danish Product Liability Act (Produktansvarsloven): Governs liability for defective products in the distribution chain, important for establishing responsibility between manufacturer and distributor.
Danish Marketing Practices Act (Markedsføringsloven): Regulates market behavior and fair trading practices, relevant for promotional activities and market conduct of distributors.
Danish Act on Interest on Late Payment (Renteloven): Governs interest charges on late payments in commercial transactions, relevant for payment terms in distribution agreements.
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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