Distributor Settlement Agreement Template for Ireland

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Key Requirements PROMPT example:

Distributor Settlement Agreement

"Need a Distributor Settlement Agreement to terminate our relationship with our Irish electronics distributor by March 2025, including stock buy-back provisions and a 3-month transition period for customer handover."

Document background
The Distributor Settlement Agreement is a crucial document used when parties wish to formally terminate an existing distribution relationship and settle all outstanding matters between them. This document becomes necessary when either party decides to end the distribution arrangement, whether due to strategic changes, performance issues, or mutual agreement to part ways. Governed by Irish law and compliant with EU regulations, it typically includes provisions for financial settlements, inventory management, customer transition, and mutual releases. The agreement helps prevent future disputes by clearly documenting the terms of separation and ensuring all parties understand their rights and obligations during and after the termination process. It's particularly important in complex distribution relationships where significant commercial interests, inventory, or customer relationships are involved.
Suggested Sections

1. Parties: Identification of the parties entering into the settlement agreement

2. Background: Recitals explaining the distribution relationship, reason for settlement, and context

3. Definitions: Definitions of key terms used throughout the agreement

4. Termination of Distribution Agreement: Formal termination of the existing distribution agreement and effective date

5. Settlement Payment: Details of any settlement amounts, payment terms, and conditions

6. Mutual Release: Mutual release of claims and liabilities between parties

7. Outstanding Obligations: Treatment of any outstanding payments, orders, or obligations

8. Transitional Arrangements: Provisions for smooth transition of business and customer relationships

9. Confidentiality: Obligations regarding confidentiality of settlement terms and existing confidential information

10. Non-Disparagement: Mutual obligations not to disparage the other party

11. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes

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

Optional Sections

1. Stock Buy-Back: Terms for manufacturer's repurchase of remaining inventory, used when distributor holds significant stock

2. Intellectual Property: Specific provisions regarding use of trademarks and IP post-termination, needed if significant IP rights were involved

3. Customer Transfer: Detailed process for transferring customers, needed for complex customer relationships

4. Employee Matters: Provisions regarding employees if relevant to the distribution arrangement

5. Tax Provisions: Specific tax-related provisions if settlement has significant tax implications

6. Non-Compete: Post-termination non-compete provisions, if agreed between parties

7. Warranties and Representations: Specific warranties about matters relevant to settlement, if required

Suggested Schedules

1. Schedule 1 - Existing Distribution Agreement: Copy of the original distribution agreement being terminated

2. Schedule 2 - Settlement Calculation: Detailed calculation of settlement amounts and any adjustments

3. Schedule 3 - Outstanding Orders: List of pending orders and their treatment

4. Schedule 4 - Inventory List: Detailed list of remaining inventory and agreed valuations

5. Schedule 5 - Customer List: List of customers and agreed arrangements for transfer or notification

6. Schedule 6 - Transition Timeline: Detailed timeline for implementing transition arrangements

7. Schedule 7 - Release Documentation: Form of any required release documentation or notices

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

Pharmaceuticals

Technology

Automotive

Electronics

Food and Beverage

Industrial Equipment

Medical Devices

Software

Retail

Manufacturing

Telecommunications

Construction Materials

Chemical Products

Fashion and Apparel

Relevant Teams

Legal

Commercial Operations

Sales

Distribution

Supply Chain

Finance

Compliance

Business Development

Operations

Account Management

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Distribution Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Supply Chain Manager

Regional Sales Manager

Chief Financial Officer

Compliance Officer

General Counsel

Commercial Operations Manager

Account Manager

Industries
Sale of Goods and Supply of Services Act 1980: Key Irish legislation governing commercial contracts, quality of goods, and implied terms in distribution agreements
European Communities (Commercial Agents) Regulations 1994 (SI 33/1994): Implements EU Commercial Agents Directive, providing framework for commercial agency relationships and potential analogous application to distribution agreements
Competition Act 2002 (as amended): Irish competition law governing vertical agreements and distribution arrangements, including restrictions on anti-competitive practices
EU Vertical Agreements Block Exemption Regulation (VBER): EU regulation providing exemption for certain vertical agreements, including distribution agreements, from competition law prohibitions
Consumer Protection Act 2007: Relevant where distribution involves consumer goods, setting standards for consumer protection that may affect distribution chain
Unfair Terms in Consumer Contracts Regulations 1995: Applies to consumer contracts and may impact distribution terms relating to end consumers
General Data Protection Regulation (GDPR): EU regulation governing personal data processing, relevant for data sharing aspects of distribution relationship
Data Protection Act 2018: Irish implementation of GDPR, providing local context for data protection requirements
Arbitration Act 2010: Governs arbitration proceedings in Ireland, relevant for dispute resolution provisions in settlement agreement
European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003: May be relevant if distribution arrangement involves transfer of employees or could be construed as transfer of undertaking
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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