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Distributor Settlement Agreement
"I need a Distributor Settlement Agreement for the amicable termination of our New Zealand distribution relationship with ABC Electronics Ltd, including a 3-month transition period starting March 2025 and provisions for transferring customer relationships to our new distributor."
1. Parties: Identification of the parties entering into the settlement agreement
2. Background: Context of the distribution relationship and reasons for settlement
3. Definitions: Key terms used throughout the agreement
4. Settlement Terms: Core settlement provisions including payment amounts and timing
5. Mutual Release: Release of claims between parties
6. Confidentiality: Obligations regarding confidential information and settlement terms
7. Termination of Distribution Agreement: Formal termination of the existing distribution agreement
8. Transition Arrangements: Handover process and transitional obligations
9. Outstanding Obligations: Treatment of existing orders, inventory, and accounts
10. Non-Disparagement: Mutual agreements regarding public statements and communications
11. Governing Law and Jurisdiction: New Zealand law as governing law and jurisdiction details
12. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Compete Obligations: Restrictions on future competitive activities - include if agreed as part of settlement
2. Intellectual Property Rights: Handling of IP rights post-termination - include if IP was involved in distribution
3. Customer Transfer: Process for transferring customer relationships - include if customer relationships need formal transfer
4. Tax Provisions: Specific tax treatment of settlement payments - include if tax implications need clarification
5. Warranty Claims: Handling of existing warranty obligations - include if ongoing warranty issues exist
6. Employee Matters: Treatment of employees or contractors - include if staff transfers are involved
7. Marketing Materials: Handling of existing marketing materials - include if significant marketing assets exist
1. Settlement Payment Schedule: Detailed breakdown of settlement payments and timing
2. Inventory List: List of existing inventory and agreed disposal method
3. Territory Definition: Definition of territories covered by the agreement
4. Outstanding Purchase Orders: List of pending orders and their treatment
5. Customer List: List of customers and agreed handling
6. Intellectual Property Register: Register of relevant IP rights and their disposition
7. Transition Timeline: Detailed timeline for transition activities
8. Release Documentation: Form of mutual release documents to be executed
Authors
Business Day
Claim
Commencement Date
Confidential Information
Customers
Distribution Agreement
Distribution Rights
Effective Date
Encumbrance
Existing Stock
GST
Intellectual Property Rights
Inventory
Liability
Loss
Outstanding Orders
Payment Schedule
Principal
Products
Purchase Orders
Related Companies
Release Date
Representatives
Settlement Amount
Settlement Payment
Settlement Period
Supplier
Territory
Termination Date
Transition Period
Transition Services
Working Day
Warranties
Definitions
Settlement Terms
Payment Obligations
Release of Claims
Confidentiality
Non-Disclosure
Non-Compete
Non-Solicitation
Termination
Transition Arrangements
Asset Transfer
Inventory Management
Customer Relations
Intellectual Property
Warranties
Representations
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notice Requirements
Assignment
Entire Agreement
Severability
Amendment
Waiver
Costs
GST and Tax
Further Assurance
Time of Essence
Counterparts
Third Party Rights
Boilerplate Provisions
Manufacturing
Consumer Goods
Retail
Technology
Automotive
Pharmaceuticals
Food and Beverage
Electronics
Industrial Equipment
Medical Devices
Construction Materials
Agricultural Products
Telecommunications
Software
Legal
Commercial
Sales
Operations
Supply Chain
Business Development
Procurement
Contract Management
Distribution
Channel Management
Commercial Director
Sales Director
Chief Commercial Officer
Distribution Manager
Legal Counsel
Contract Manager
Business Development Manager
Operations Director
Supply Chain Manager
Channel Manager
General Manager
Chief Executive Officer
Procurement Manager
Regional Sales Manager
Commercial Lawyer
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