Exclusive Territorial Agreement Template for Austria

An Exclusive Territorial Agreement governed by Austrian law that establishes an exclusive distribution relationship within a defined geographic territory. This agreement complies with both Austrian national law and EU regulations, particularly concerning competition law and the EU Vertical Block Exemption Regulation. The document outlines the rights and obligations of both the supplier and distributor, including territorial restrictions, performance requirements, and compliance measures, while ensuring adherence to EU internal market principles and Austrian commercial law requirements.

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What is a Exclusive Territorial Agreement?

Exclusive Territorial Agreements are essential legal instruments used to establish and regulate exclusive distribution relationships within specific geographic territories. This document is particularly relevant when a supplier wishes to grant exclusive distribution rights to a single distributor in a defined Austrian or European territory. The agreement must carefully balance commercial objectives with legal compliance, especially regarding EU competition law and the Austrian legal framework. When drafting Exclusive Territorial Agreements under Austrian jurisdiction, special attention must be paid to the EU Vertical Block Exemption Regulation (VBER) and Austrian competition laws. The document typically includes detailed provisions on territorial scope, exclusivity terms, performance obligations, and compliance requirements, making it suitable for businesses seeking to establish structured distribution networks while maintaining legal compliance.

What sections should be included in a Exclusive Territorial Agreement?

1. Parties: Identification of the contracting parties - typically the supplier/manufacturer and the distributor

2. Background: Context of the agreement, including brief description of parties' businesses and purpose of the arrangement

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

4. Grant of Rights: Specific territorial rights granted, scope of exclusivity, and any reserved rights

5. Territory Definition: Precise geographical definition of the exclusive territory

6. Term and Renewal: Duration of the agreement and conditions for renewal

7. Obligations of Supplier: Supplier's commitments regarding product supply, support, and territorial protection

8. Obligations of Distributor: Distributor's commitments including marketing, minimum purchase requirements, and territory development

9. Prices and Payment Terms: Product pricing structure, payment conditions, and any price adjustment mechanisms

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

11. Competition Law Compliance: Provisions ensuring compliance with EU and Austrian competition laws

12. Termination: Grounds for termination, notice periods, and consequences of termination

13. Post-Termination Obligations: Parties' obligations after agreement ends, including handling of remaining stock

14. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including force majeure, notices, and entire agreement

What sections are optional to include in a Exclusive Territorial Agreement?

1. Performance Targets: Specific sales targets and performance metrics - include when supplier wants to ensure minimum performance levels

2. Marketing and Promotion: Detailed marketing obligations and cost sharing - include for agreements requiring specific marketing commitments

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

4. Non-Compete Obligations: Restrictions on competing activities - include when permitted under competition law and commercially necessary

5. Product Development: Future product development and territory-specific modifications - include for evolving product lines

6. Data Protection: GDPR compliance provisions - include when personal data processing is involved

7. Insurance Requirements: Specific insurance coverage obligations - include for high-value or high-risk products

8. Bank Guarantee: Financial security requirements - include for new or high-risk business relationships

What schedules should be included in a Exclusive Territorial Agreement?

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

2. Schedule 2 - Territory Map: Detailed map and/or description of the exclusive territory boundaries

3. Schedule 3 - Performance Targets: Specific sales targets, quotas, and measurement criteria

4. Schedule 4 - Trademark Usage Guidelines: Rules and specifications for use of supplier's trademarks

5. Schedule 5 - Technical Requirements: Technical specifications and compliance requirements for product handling

6. Appendix A - Approved Sub-distributors: List of pre-approved sub-distributors if permitted

7. Appendix B - Service Level Agreement: Detailed service levels and response times for support services

8. Appendix C - Compliance Checklist: Competition law compliance requirements and checklist

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

Cost

Free to use

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