Exclusive Dealer Agreement Template for England and Wales

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Key Requirements PROMPT example:

Exclusive Dealer Agreement

"I need an Exclusive Dealer Agreement for appointing a dealer in Scotland to distribute our automotive parts, with minimum purchase requirements of £500,000 per year and a three-year initial term starting January 2025."

Document background
An Exclusive Dealer Agreement is essential for businesses looking to establish controlled distribution channels in specific territories. This agreement, governed by English and Welsh law, provides comprehensive coverage of exclusive distribution rights, obligations, and commercial terms. It's particularly important for maintaining brand consistency, ensuring market coverage, and managing distribution relationships while complying with UK competition law and sector-specific regulations. The document typically includes detailed provisions for territory definition, performance targets, product supply terms, and intellectual property usage.
Suggested Sections

1. Parties: Identification and details of the supplier/manufacturer and the exclusive dealer

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Terms of exclusive appointment and defined geographical territory

5. Term and Termination: Duration of agreement and circumstances for termination

6. Obligations of the Supplier: Supplier's responsibilities including supply terms, training, and support

7. Obligations of the Dealer: Dealer's responsibilities including minimum purchase requirements and performance standards

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

9. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP

10. Confidentiality: Protection of confidential information

Optional Sections

1. Marketing and Promotion: Marketing obligations and guidelines - include when specific marketing requirements are needed

2. Training and Support: Detailed training and support provisions - include for complex products or services requiring specific expertise

3. Insurance: Insurance requirements and coverage - include when specific insurance coverage is required

4. Data Protection: GDPR and data protection compliance - include when personal data processing is involved

5. Force Majeure: Provisions for unforeseen circumstances - include when specific risk allocation is needed

Suggested Schedules

1. Product Schedule: List of products covered by the agreement

2. Territory Map: Detailed definition of geographical territory

3. Price List: Current prices and discount structures

4. Performance Targets: Specific sales targets and KPIs

5. Technical Specifications: Product specifications and technical requirements

6. Brand Guidelines: Guidelines for use of trademarks and marketing materials

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
Industries

UK Competition Act 1998: Primary UK competition law statute that prohibits anti-competitive agreements and abuse of dominant market position. Essential for ensuring exclusive dealing arrangements don't breach competition rules.

Enterprise Act 2002: Provides framework for UK competition law enforcement and market investigations. Relevant for market analysis and compliance in exclusive dealing arrangements.

Retained EU VBER: Vertical Agreements Block Exemption Regulation - provides safe harbor for certain vertical agreements, including exclusive distribution agreements that meet specific criteria.

Sale of Goods Act 1979: Governs contracts for the sale of goods, including implied terms about quality and fitness for purpose in commercial transactions.

Supply of Goods and Services Act 1982: Regulates contracts for the supply of goods and services, particularly relevant for service elements of dealer agreements.

Commercial Agents Regulations 1993: Implements EU Directive on commercial agents, providing protection for commercial agents including compensation upon termination.

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, ensuring fairness in business-to-business agreements.

Consumer Rights Act 2015: Primary consumer protection legislation, relevant if the dealer will be selling to end consumers.

Trade Marks Act 1994: Governs the use and protection of trademarks, crucial for provisions regarding the dealer's use of the supplier's marks.

UK GDPR and Data Protection Act 2018: Regulates the processing of personal data, relevant for customer data handling and cross-border data transfers.

Companies Act 2006: Primary legislation governing company operations in the UK, relevant for corporate entity considerations and authority to contract.

Modern Slavery Act 2015: Requires businesses to ensure transparency in supply chains and prevent modern slavery, relevant for due diligence requirements.

Common Law Contract Principles: Fundamental principles of contract formation, consideration, and enforcement under English common law.

Import/Export Regulations: Various regulations governing international trade, customs, and excise duties, particularly relevant for cross-border dealer arrangements.

Consumer Protection from Unfair Trading Regulations 2008: Prohibits unfair commercial practices, relevant if the dealer will be engaging in consumer-facing activities.

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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