Resale Price Maintenance Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Resale Price Maintenance Agreement

"I need a Resale Price Maintenance Agreement for my luxury watches distribution business, where we'll be appointing authorized dealers in Hong Kong with minimum pricing requirements to protect our brand value and ensure high-quality customer service standards."

Document background
The Resale Price Maintenance Agreement is utilized when a supplier or manufacturer wishes to maintain control over the resale pricing of their products in the Hong Kong market while ensuring compliance with local competition laws. This document is particularly important for businesses dealing with premium or branded products where maintaining price points is crucial for brand value and market positioning. The agreement must carefully navigate Hong Kong's Competition Ordinance, specifically the First Conduct Rule, which scrutinizes vertical agreements that may restrict competition. It typically includes detailed provisions on pricing mechanisms, quality standards, compliance procedures, and legitimate business justifications for the pricing restrictions. The document is essential for businesses implementing a structured distribution strategy in Hong Kong, especially those concerned with brand protection and maintaining consistent market positioning.
Suggested Sections

1. Parties: Identifies and defines the supplier/manufacturer and the reseller/distributor who are parties to the agreement

2. Background: Sets out the commercial context, including the supplier's business, distribution strategy, and legitimate business justifications for the RPM arrangement

3. Definitions: Defines key terms including Products, Recommended Resale Price, Minimum Resale Price, Territory, and other relevant terms

4. Appointment and Scope: Establishes the reseller's appointment, territory, and any exclusivity arrangements

5. Pricing Mechanism: Details the pricing structure, including wholesale prices and recommended/minimum resale prices

6. Compliance with Competition Law: Explicitly addresses competition law compliance and justifications for the RPM arrangement

7. Quality Standards and Brand Protection: Sets out requirements for maintaining product quality, brand reputation, and customer service standards

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

9. Consequences of Termination: Outlines what happens when the agreement ends, including handling of remaining stock

10. Confidentiality: Protects confidential information exchanged under the agreement

11. General Provisions: Standard boilerplate clauses including governing law, entire agreement, and amendments

Optional Sections

1. Marketing and Promotion: Include when the supplier wants to specify requirements for product marketing and promotional activities

2. Training Requirements: Include when products require specific technical knowledge or sales expertise

3. Non-Competition: Include when restricting the reseller from selling competing products

4. Performance Targets: Include when setting minimum sales targets or performance metrics

5. Online Sales Provisions: Include when the reseller will sell products through online channels

6. Audit Rights: Include when supplier requires right to audit reseller's compliance with pricing and quality standards

7. Insurance Requirements: Include when specific insurance coverage is required for high-value products

8. Data Protection: Include when parties will exchange customer or personal data

Suggested Schedules

1. Product List: Detailed list of products covered by the agreement

2. Pricing Schedule: Comprehensive pricing information including wholesale prices, recommended retail prices, and minimum resale prices

3. Quality Standards: Detailed quality control requirements and procedures

4. Territory Definition: Detailed description of geographical territory and any excluded areas

5. Compliance Program: Details of the competition law compliance program and procedures

6. Service Level Requirements: Specific customer service and after-sales service standards

7. Reporting Templates: Standard forms for regular reporting of sales and pricing information

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

Luxury Goods

Electronics

Automotive

Pharmaceuticals

Designer Fashion

Premium Cosmetics

High-end Audio Equipment

Designer Furniture

Precision Equipment

Premium Watches and Jewelry

High-end Sports Equipment

Specialty Food and Beverages

Relevant Teams

Legal

Commercial

Sales

Compliance

Distribution

Retail Operations

Brand Management

Business Development

Supply Chain

Trade Marketing

Pricing

Relevant Roles

Commercial Director

Sales Director

Legal Counsel

Compliance Officer

Distribution Manager

Retail Operations Manager

Brand Manager

Channel Manager

Business Development Director

Supply Chain Manager

General Counsel

Chief Commercial Officer

Pricing Manager

Trade Marketing 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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