Distributor Settlement Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Distributor Settlement Agreement

"I need a Distributor Settlement Agreement for terminating our electronics distribution relationship in Hong Kong by mutual consent, including provisions for handling remaining inventory worth HKD 2 million and a 3-month transition period starting March 2025."

Document background
The Distributor Settlement Agreement is a critical document used when parties decide to terminate their distribution relationship, whether by mutual agreement or due to specific circumstances. This agreement, governed by Hong Kong law, serves multiple purposes: it formally ends the existing distribution arrangement, settles any outstanding obligations or disputes, manages the transition period, and establishes future obligations and restrictions. The document typically becomes necessary during business restructuring, market exit strategies, or when distribution relationships need to be terminated due to performance issues or strategic changes. It incorporates key elements of Hong Kong commercial law and typically includes provisions for financial settlements, inventory management, intellectual property rights, confidentiality obligations, and mutual releases. The agreement is particularly important in Hong Kong's dynamic commercial environment, where international trade and distribution relationships frequently require careful unwinding with clear legal documentation.
Suggested Sections

1. Parties: Identification of the parties to the agreement, including the supplier/manufacturer and distributor

2. Background: Context of the existing distribution relationship and reason for settlement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Settlement Terms: Core financial and commercial terms of the settlement

5. Termination of Distribution Agreement: Formal termination provisions of existing distribution arrangement

6. Outstanding Obligations: Treatment of existing obligations, orders, and payments

7. Inventory Management: Handling of remaining inventory, returns, and stock disposal

8. Intellectual Property: Cessation of IP rights and return of materials

9. Confidentiality: Ongoing confidentiality obligations

10. Release and Waiver: Mutual releases and waivers of claims

11. Post-Termination Obligations: Continuing obligations after termination

12. Warranties and Representations: Standard warranties and specific settlement-related representations

13. Governing Law and Jurisdiction: Choice of Hong Kong law and jurisdiction provisions

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.

Optional Sections

1. Transition Services: Required when ongoing support or transition period is needed

2. Customer Transfer: Used when specific arrangements for customer transition are required

3. Employee Matters: Included when settlement involves transfer or termination of employees

4. Tax Provisions: Required when settlement has specific tax implications needing address

5. Non-Compete Provisions: Optional restrictions on future competitive activities

6. Dispute Resolution: Detailed ADR provisions if parties prefer alternatives to court litigation

7. Insurance: Required when ongoing insurance obligations need to be addressed

8. Bank Guarantees/Security: Used when settlement includes security arrangements

Suggested Schedules

1. Schedule 1 - Existing Distribution Agreement: Copy or details of the agreement being terminated

2. Schedule 2 - Settlement Payment Terms: Detailed breakdown of settlement amounts and payment schedule

3. Schedule 3 - Inventory List: List of remaining inventory and agreed handling

4. Schedule 4 - Outstanding Orders: List of orders to be fulfilled or cancelled

5. Schedule 5 - Intellectual Property: List of IP rights and materials to be returned

6. Schedule 6 - Customer List: List of customers and agreed handling

7. Schedule 7 - Transition Timeline: Detailed timeline for implementing settlement terms

8. Schedule 8 - Form of Release: Template for mutual release documentation

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

Consumer Goods

Retail

Electronics

Automotive

Pharmaceuticals

Food and Beverage

Fashion and Apparel

Industrial Equipment

Software and Technology

Healthcare

Luxury Goods

Construction Materials

Chemical Products

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Finance

Operations

Supply Chain

Compliance

Business Development

Procurement

Risk Management

Corporate Affairs

Distribution

Relevant Roles

Chief Executive Officer

Commercial Director

Head of Sales

Distribution Manager

Legal Counsel

Chief Financial Officer

Supply Chain Manager

Business Development Director

Operations Manager

Compliance Officer

Contract Manager

Regional Sales Director

General Counsel

Chief Operating Officer

Account Manager

Procurement Manager

Industries
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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