Exclusive Sales Agreement Template for Austria

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Key Requirements PROMPT example:

Exclusive Sales Agreement

"I need an Exclusive Sales Agreement for appointing a distributor in Austria to sell our medical devices, with a 3-year initial term starting January 2025 and including strict quality control requirements and regulatory compliance provisions."

Document background
The Exclusive Sales Agreement is a critical document used when a supplier wishes to grant exclusive distribution rights to a distributor in a specific territory under Austrian law. This agreement type is particularly relevant for businesses expanding their distribution network in Austria or neighboring European countries, requiring compliance with both Austrian commercial law and EU competition regulations. The document typically includes detailed provisions on exclusivity rights, territorial restrictions, minimum purchase requirements, and performance obligations. It's especially important when establishing long-term distribution relationships where the supplier wants to maintain control over how their products are sold while giving the distributor protected territory rights. The agreement must carefully balance the exclusive rights granted with competition law compliance, particularly considering Austrian and EU antitrust regulations.
Suggested Sections

1. Parties: Identification and details of the supplier/manufacturer and the exclusive distributor

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

3. Definitions: Key terms used throughout the agreement, including 'Products', 'Territory', 'Exclusive Rights', etc.

4. Appointment and Scope: Grant of exclusive rights, definition of territory, and scope of exclusivity

5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

6. Supplier Obligations: Obligations of the supplier including product supply, support, and training

7. Distributor Obligations: Core obligations including minimum purchase requirements, marketing efforts, and territory development

8. Prices and Payment Terms: Pricing structure, payment terms, and currency provisions

9. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP in the territory

10. Confidentiality: Protection of confidential information and trade secrets

11. Competition Restrictions: Non-compete provisions and territorial restrictions compliant with EU law

12. Governing Law and Jurisdiction: Austrian law as governing law and jurisdiction provisions

Optional Sections

1. Product Quality and Compliance: Specific requirements for product standards and regulatory compliance - include if products require special handling or certification

2. Marketing and Promotion: Detailed marketing obligations and cost-sharing - include if specific marketing requirements exist

3. Training and Support: Technical training and support provisions - include for complex products or services

4. Insurance: Insurance requirements and liability coverage - include for high-value or high-risk products

5. Data Protection: GDPR and data protection provisions - include if personal data processing is involved

6. Force Majeure: Provisions for unforeseen circumstances - include based on risk assessment

7. Post-Termination Obligations: Detailed wind-down provisions - include for complex distribution relationships

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed description or map of the exclusive territory

3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase obligations

4. Schedule 4 - Commission Structure: Detailed pricing and commission calculations if applicable

5. Schedule 5 - Service Level Agreement: Performance metrics and service standards

6. Appendix A - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

7. Appendix B - Reporting Templates: Standard forms for regular reporting requirements

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

Manufacturing

Consumer Goods

Industrial Equipment

Automotive

Electronics

Pharmaceuticals

Luxury Goods

Software and Technology

Food and Beverage

Medical Devices

Machinery and Tools

Chemical Products

Relevant Teams

Legal

Sales

Commercial

Business Development

Supply Chain

Operations

International Trade

Procurement

Compliance

Contract Administration

Relevant Roles

Sales Director

Commercial Director

Business Development Manager

Legal Counsel

Contract Manager

Chief Commercial Officer

Distribution Manager

Export Manager

Regional Sales Manager

Procurement Manager

Supply Chain Director

General Counsel

Country Manager

Managing Director

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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