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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."
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
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
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
Agreement
Business Day
Commencement Date
Confidential Information
Distribution
Distribute
Distributor
Effective Date
Excluded Activities
Force Majeure Event
Group
Intellectual Property Rights
Licensed Territory
Material Breach
Non-Distribution Obligations
Notice
Parties
Permitted Activities
Products
Prohibited Territory
Related Company
Restricted Activities
Restricted Period
Services
Subsidiary
Term
Territory
Trade Marks
Transition Period
Working Hours
Hong Kong
Law
Losses
Representatives
Definitions
Non-Distribution Obligations
Territory Restrictions
Term and Duration
Termination
Confidentiality
Non-Compete
Representations and Warranties
Compliance
Anti-Corruption
Force Majeure
Indemnification
Liability
Insurance
Intellectual Property
Notice Requirements
Assignment
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Governing Law
Dispute Resolution
Counterparts
Transition Arrangements
Permitted Activities
Audit Rights
Remedies
Data Protection
Costs and Expenses
Consumer Goods
Electronics
Luxury Goods
Automotive
Pharmaceuticals
Fashion and Apparel
Food and Beverage
Cosmetics
Industrial Equipment
Software and Technology
Medical Devices
Telecommunications
Legal
Commercial
Sales
Distribution
Compliance
Business Development
Supply Chain
Operations
Brand Protection
International Trade
Contract Management
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
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