Non Distribution Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Non Distribution Agreement

"I need a Non-Distribution Agreement between my electronics manufacturing company based in Hong Kong and our former distributor in Malaysia, preventing them from distributing our smartphone accessories in Southeast Asia, with the agreement to take effect from March 1, 2025."

Document background
This Non-Distribution Agreement is designed for use in situations where a company needs to formally restrict or prevent the distribution of specific products or services in designated territories under Hong Kong law. It is commonly used when terminating existing distribution relationships, protecting exclusive distribution arrangements, or implementing market segmentation strategies. The document incorporates key provisions required under Hong Kong's legal framework, including competition law considerations, trade restrictions, and enforcement mechanisms. It is particularly relevant for businesses restructuring their distribution networks, protecting territorial rights, or implementing new market strategies. The agreement provides comprehensive coverage of non-distribution obligations, enforcement provisions, confidentiality requirements, and typically includes transition arrangements for existing business relationships.
Suggested Sections

1. Parties: Identifies and defines the contracting parties

2. Background: Sets out the context and commercial rationale for the non-distribution arrangement

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Non-Distribution: Clearly defines the products/services that are subject to non-distribution obligations

5. Non-Distribution Obligations: Details the specific restrictions and obligations regarding non-distribution

6. Territory: Defines the geographical areas where the non-distribution obligations apply

7. Term and Termination: Specifies the duration of the agreement and circumstances for termination

8. Confidentiality: Protects sensitive information shared between parties

9. Representations and Warranties: States the parties' assurances regarding their authority and capacity

10. Enforcement and Remedies: Outlines the consequences of breach and available remedies

11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Existing Relationships: Addresses treatment of pre-existing distribution relationships or contracts

2. Transition Period: Establishes a phase-out period for existing distribution activities

3. Permitted Activities: Specifies any exceptions to the non-distribution obligations

4. Compliance Requirements: Details specific regulatory or industry compliance obligations

5. Audit Rights: Grants rights to audit compliance with non-distribution obligations

6. Non-Compete: Additional restrictions on competitive activities

7. Insurance: Requirements for insurance coverage

8. Force Majeure: Provisions for handling events beyond parties' control

Suggested Schedules

1. Schedule 1 - Restricted Products/Services: Detailed list of products or services subject to non-distribution

2. Schedule 2 - Territory Definition: Detailed description or maps of restricted territories

3. Schedule 3 - Existing Distribution Arrangements: List of current distribution arrangements to be terminated or phased out

4. Schedule 4 - Compliance Requirements: Specific regulatory or industry compliance requirements

5. Schedule 5 - Contact Details: Key contact information for both parties

6. Appendix A - Form of Compliance Report: Template for periodic compliance reporting if required

7. Appendix B - Permitted Activities: Detailed description of allowed activities that don't constitute distribution

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

Electronics

Luxury Goods

Automotive

Pharmaceuticals

Fashion and Apparel

Food and Beverage

Cosmetics

Industrial Equipment

Software and Technology

Medical Devices

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Distribution

Compliance

Business Development

Supply Chain

Operations

Brand Protection

International Trade

Contract Management

Relevant Roles

Chief Executive Officer

Commercial Director

Head of Sales

Distribution Manager

Legal Counsel

Compliance Officer

Business Development Manager

Regional Sales Director

Supply Chain Manager

Contract Manager

Chief Operating Officer

Brand Protection Manager

Territory Manager

Channel 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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