Exclusive Dealing Contract Template for Singapore

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Key Requirements PROMPT example:

Exclusive Dealing Contract

"I need an Exclusive Dealing Contract under Singapore law for appointing a sole distributor of our medical devices in Southeast Asia, with specific performance targets and a minimum three-year commitment starting from January 2025."

Document background
The Exclusive Dealing Contract is essential for businesses seeking to establish protected distribution channels or exclusive business relationships in Singapore. This document addresses the specific requirements of Singapore's competition law framework while detailing exclusivity terms, territorial rights, and performance obligations. It's particularly important for maintaining compliance with the Competition Act (Cap. 50B) and protecting both parties' commercial interests. The contract typically includes specific provisions for duration, termination, performance metrics, and competition law compliance.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the exclusive dealing arrangement

3. Definitions: Key terms used throughout the agreement

4. Scope of Exclusivity: Detailed terms of the exclusive arrangement including products/services covered

5. Duration: Term of the agreement including commencement and termination dates

6. Obligations: Rights and responsibilities of both parties under the exclusive arrangement

7. Payment Terms: Financial arrangements and payment conditions

8. Termination: Conditions and process for ending the agreement

9. General Provisions: Standard contractual terms including governing law, notices, and entire agreement

Optional Sections

1. Performance Metrics: Specific targets and KPIs for measuring performance under the agreement

2. Territory: Geographic scope of exclusivity and territorial restrictions

3. Marketing Requirements: Promotional obligations and restrictions for both parties

4. Competition Compliance: Specific provisions ensuring compliance with competition laws

5. Training and Support: Details of any training or support to be provided under the arrangement

Suggested Schedules

1. Products/Services Schedule: Detailed list and specifications of products or services covered by the agreement

2. Pricing Schedule: Detailed pricing structure, terms, and any volume-based arrangements

3. Performance Criteria: Detailed performance requirements, targets, and measurement methods

4. Territory Map: Geographic definition and maps of exclusive territory if applicable

5. Competition Law Compliance Protocol: Detailed procedures and guidelines for ensuring competition law compliance

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

Clauses
Industries

Competition Act (Cap. 50B): Primary legislation governing competition law in Singapore. Key sections include Section 47 (prohibition against abuse of dominant market position) and Section 34 (prohibition against anti-competitive agreements). Ensures exclusive dealing arrangements don't substantially lessen competition.

Contract Act (Cap. 53): Fundamental legislation governing contract formation and enforcement in Singapore. Covers common law principles, requirements for valid contract formation, consideration requirements, and clarity of terms and conditions.

Unfair Contract Terms Act (Cap. 396): Legislation protecting against unreasonably one-sided terms and unfair exclusion clauses in contracts. Ensures balance in contractual relationships.

Sale of Goods Act (Cap. 393): Governs transactions involving goods, including quality and fitness requirements, title and delivery obligations. Relevant if exclusive dealing involves physical goods.

Consumer Protection (Fair Trading) Act: Protects consumer interests and regulates fair trading practices. Particularly relevant if the exclusive dealing arrangement involves consumer transactions.

CCCS Guidelines: Guidelines issued by Competition and Consumer Commission of Singapore specific to exclusive agreements, including market share thresholds and duration of exclusivity provisions.

International Trade Laws: Relevant for cross-border dealings, including import/export regulations and international commercial terms (Incoterms). Essential for international exclusive dealing arrangements.

Industry-Specific Regulations: Sector-specific regulatory requirements, compliance standards, and licensing conditions that may affect exclusive dealing arrangements in particular 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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