Exclusive Reseller Agreement Template for England and Wales

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Key Requirements PROMPT example:

Exclusive Reseller Agreement

"Need an Exclusive Reseller Agreement for our new software product line, granting exclusive distribution rights in Western Europe to a German reseller, with minimum annual purchase requirements of €500,000 and initial term starting January 2025."

Document background
The Exclusive Reseller Agreement is essential for businesses seeking to establish controlled distribution channels in specific territories. This agreement, governed by English and Welsh law, defines the exclusive relationship between supplier and reseller, including crucial elements such as territory definitions, performance requirements, and intellectual property protections. It's particularly valuable when suppliers want to maintain brand consistency and market control while expanding their reach through authorized distribution channels. The agreement must carefully balance commercial interests with competition law compliance, particularly regarding territorial restrictions and pricing mechanisms.
Suggested Sections

1. Parties: Identification and details of the supplier and reseller

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

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

4. Appointment and Territory: Terms of exclusive appointment and defined territorial scope

5. Rights and Obligations: Core responsibilities of both parties including sales conditions, reporting requirements

6. Products and Pricing: Description of products and pricing structure, including any discount mechanisms

7. Intellectual Property: IP rights, usage, and protection provisions

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

9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

Optional Sections

1. Minimum Purchase Requirements: Specific sales targets or minimum order quantities required from the reseller

2. Marketing and Promotion: Marketing obligations, restrictions and brand usage requirements

3. Training Requirements: Staff training obligations and certification requirements

4. After-Sales Service: Support and warranty obligations for product maintenance

5. Data Protection: GDPR compliance and data handling requirements between parties

Suggested Schedules

1. Schedule 1 - Product List: Detailed list of products covered by the agreement including specifications

2. Schedule 2 - Price List: Current pricing structure, discount mechanisms and payment terms

3. Schedule 3 - Territory Map: Detailed definition and map of exclusive territory

4. Schedule 4 - Service Level Agreement: Performance metrics, standards and response times

5. Schedule 5 - Marketing Guidelines: Brand usage rules and marketing requirements

6. Schedule 6 - Technical Specifications: Detailed product specifications and technical requirements

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
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Competition Act 1998: Primary UK legislation governing competition law, particularly relevant for Chapter I and II prohibitions regarding anti-competitive agreements and abuse of dominant market position in exclusive distribution arrangements

EU Retained Law - Vertical Agreements: Post-Brexit retained EU law specifically dealing with vertical agreements between suppliers and distributors, including rules on territorial restrictions and market share thresholds

Consumer Rights Act 2015: Legislation protecting consumer rights, relevant if the reseller will be selling to end consumers rather than businesses

Sale of Goods Act 1979: Fundamental legislation governing the sale of goods in commercial relationships, including terms about title, description, quality, and fitness for purpose

Supply of Goods and Services Act 1982: Legislation governing contracts for the supply of goods and services, particularly relevant for any ancillary services provided under the reseller agreement

Trade Marks Act 1994: Legislation protecting trademark rights and governing their use, crucial for defining how the reseller may use the supplier's brands and marks

Copyright, Designs and Patents Act 1988: Legislation protecting intellectual property rights, relevant for any marketing materials, technical documentation, or software provided to the reseller

Unfair Contract Terms Act 1977: Legislation regulating the limitation and exclusion of liability in contracts, particularly important for B2B agreements

Late Payment of Commercial Debts (Interest) Act 1998: Legislation providing statutory rights to claim interest on late commercial payments

Contracts (Rights of Third Parties) Act 1999: Legislation governing when third parties may enforce terms of a contract, relevant for sub-distributors or end customers

UK GDPR and Data Protection Act 2018: Data protection legislation governing the processing of personal data, relevant for customer data sharing between supplier and reseller

Commercial Agents Regulations 1993: Regulations implementing EU Directive on commercial agents, important to ensure clear distinction between reseller and agency relationships to avoid unintended obligations

VABER (Vertical Agreements Block Exemption Regulation): Competition law regulation providing safe harbor for certain vertical agreements, setting out permitted and prohibited practices in distribution arrangements

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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