Non Exclusive Distribution Agreement Template for Singapore

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Key Requirements PROMPT example:

Non Exclusive Distribution Agreement

"I need a Non Exclusive Distribution Agreement for my Singapore-based electronics company to appoint three distributors in Malaysia, with specific requirements for minimum quarterly purchases and product training requirements, starting from March 2025."

Document background
The Non-Exclusive Distribution Agreement is essential for businesses looking to expand their market presence in Singapore and surrounding regions while maintaining flexibility in their distribution network. This document is particularly relevant when a supplier wants to maintain control over their distribution strategy while working with multiple distributors. The agreement, compliant with Singapore's legal framework, covers crucial aspects such as territory rights, pricing structures, minimum purchase requirements, and quality standards. It provides legal protection while ensuring clear understanding of roles, responsibilities, and limitations for both parties.
Suggested Sections

1. Parties: Identification and details of the distributor and supplier

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement including defined terms from Singapore Contract Law and Sale of Goods Act

4. Appointment and Territory: Scope of distribution rights and geographical limitations, compliant with Singapore Competition Act

5. Products: Description of products covered by the agreement, including relevant product regulations and compliance requirements

6. Term and Termination: Duration of agreement and termination provisions in accordance with Singapore contract law

7. Orders and Delivery: Process for ordering and delivering products, including customs and import/export requirements

8. Prices and Payment: Pricing structure and payment terms compliant with Singapore commercial regulations

9. Obligations of Parties: Rights and responsibilities of both parties under Singapore law

10. Intellectual Property: IP rights and usage permissions under Singapore IP laws

11. Governing Law: Application of Singapore law and jurisdiction

Optional Sections

1. Marketing and Promotion: Marketing obligations and restrictions, including compliance with Singapore advertising laws

2. Training: Training requirements for distributor's staff and compliance with relevant regulations

3. Minimum Purchase Requirements: Minimum order quantities or values, subject to competition law compliance

4. Non-Competition: Restrictions on competing activities in compliance with Singapore Competition Act

5. Insurance: Insurance requirements and liability provisions under Singapore law

6. Data Protection: Compliance with Singapore Personal Data Protection Act requirements

Suggested Schedules

1. Product Schedule: Detailed list of products and specifications with relevant regulatory compliance requirements

2. Price List: Product prices and discount structures

3. Territory Schedule: Detailed description of authorized territory and any territorial restrictions

4. Service Level Agreement: Performance metrics and standards in compliance with Singapore consumer protection laws

5. Quality Standards: Product quality requirements and specifications meeting Singapore standards

6. Trademark Usage Guidelines: Rules for using supplier's trademarks in compliance with Singapore IP laws

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
Industries

Contract Law (Chapter 53): Primary legislation governing formation and enforcement of contracts in Singapore, based on common law principles

Sale of Goods Act (Chapter 393): Regulates the sale of goods, including rights and obligations of buyers and sellers in commercial transactions

Competition Act (Chapter 50B): Ensures fair competition and prevents anti-competitive practices in distribution agreements

Unfair Contract Terms Act (Chapter 396): Controls the use of unfair terms in contracts and limits the extent to which liability can be excluded

International Sales of Goods Act: Governs international sale transactions and provides framework for cross-border trade

Electronic Transactions Act: Regulates electronic commerce and digital transactions if e-commerce is involved in distribution

Consumer Protection (Fair Trading) Act: Protects consumer interests and ensures fair trading practices in distribution

Customs Act: Regulates import/export activities and customs duties relevant to distribution

Trade Marks Act: Protects trademarks and brand rights in distribution relationships

Copyright Act: Protects intellectual property rights related to distributed products and marketing materials

Patents Act: Protects patent rights that may be relevant to distributed products

Personal Data Protection Act: Governs the collection, use, and disclosure of personal data in business operations

Agency Law: Principles governing relationship between principal and agent in distribution arrangements

Free Trade Agreements: Various trade agreements between Singapore and other countries affecting international distribution

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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