Sole Distributor Contract Template for Denmark

The Sole Distributor Contract is essential for businesses seeking to establish exclusive distribution arrangements in specific territories. This template is specifically designed for use under Danish law and incorporates requirements from both Danish national legislation and EU regulations. It's particularly crucial when a supplier wants to grant exclusive rights to a single distributor in a defined territory, ensuring clear parameters for the business relationship while maintaining compliance with competition laws. The document should be used when establishing new exclusive distribution relationships or formalizing existing ones, containing comprehensive provisions for distribution rights, territorial exclusivity, performance requirements, and termination conditions. It's especially relevant for cross-border trade within the EU and includes specific provisions required under Danish commercial law.

1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names, registration numbers, and addresses

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

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

4. Appointment and Territory: Explicit appointment of distributor as sole distributor for specified territory and scope of exclusivity

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

6. Distributor's Rights and Obligations: Core responsibilities including marketing, minimum purchase requirements, reporting obligations, and territory development

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

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

9. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP, including restrictions and protections

10. Confidentiality: Protection of confidential information exchanged between parties

11. Non-Competition and Exclusivity: Scope of exclusivity, territorial restrictions, and non-compete obligations

12. Warranties and Indemnities: Product warranties, mutual indemnifications, and limitation of liability

13. Compliance with Laws: Obligations to comply with applicable laws, including competition law and export regulations

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for dispute resolution