Sole Distributor Agreement Template for Austria

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Key Requirements PROMPT example:

Sole Distributor Agreement

"I need a Sole Distributor Agreement under Austrian law for my medical devices company, appointing an exclusive distributor in Vienna and surrounding regions, with strict quality control requirements and compliance with EU medical device regulations."

Document background
This Sole Distributor Agreement template is designed for use under Austrian law when establishing an exclusive distribution relationship between a supplier/manufacturer and a distributor. It is particularly relevant for businesses seeking to establish a strong market presence in specific territories through an exclusive distribution partner. The document incorporates requirements under Austrian commercial law, EU competition regulations, and relevant block exemption provisions. It is structured to address critical aspects of the relationship including exclusivity rights, performance metrics, territory definitions, and compliance requirements. The agreement is essential for businesses expanding their distribution networks in Austria or neighboring regions, ensuring compliance with both local and EU regulatory frameworks while protecting both parties' commercial interests.
Suggested Sections

1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names and registered addresses

2. Background: Context of the agreement, including brief description of the parties' businesses and their intention to enter into an exclusive distribution arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights

4. Appointment and Territory: Grant of exclusive distribution rights and definition of the geographical territory

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

6. Distributor's Obligations: Core responsibilities including minimum purchase requirements, marketing efforts, and reporting obligations

7. Supplier's Obligations: Responsibilities including product supply, support, and training

8. Prices and Payment Terms: Pricing structure, payment conditions, and currency specifications

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

10. Confidentiality: Protection of confidential information exchanged between parties

11. Non-Competition: Restrictions on competing activities during and after the agreement

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

13. Force Majeure: Provisions for handling events beyond parties' reasonable control

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Product Quality and Compliance: Detailed quality standards and compliance requirements, necessary when dealing with regulated products or specific industry standards

2. Training and Support: Detailed provisions for technical training and support, important for complex products or services

3. Insurance Requirements: Specific insurance obligations, recommended for high-value or high-risk products

4. Data Protection: Detailed GDPR compliance provisions, necessary when personal data processing is involved

5. Import/Export Compliance: Specific provisions for international trade compliance, necessary for cross-border distribution

6. Post-Termination Obligations: Detailed provisions for handling inventory, customer relationships, and transition after termination

7. Anti-Corruption Compliance: Specific anti-corruption provisions, recommended for international distribution arrangements

8. Environmental Compliance: Environmental standards and requirements, necessary for products with environmental impact

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description of the territorial scope, including any excluded areas or customers

3. Schedule 3 - Minimum Purchase Requirements: Specific targets and quotas for the distributor

4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards for products

5. Schedule 5 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding

6. Schedule 6 - Service Level Requirements: Detailed service standards and response times

7. Schedule 7 - Reporting Requirements: Templates and specifications for required reports

8. Appendix A - Contact Details: Key contact information for both parties

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

Medical Devices

Pharmaceuticals

Food and Beverage

Luxury Goods

Cosmetics

Construction Materials

Agricultural Products

Technology

Software Distribution

Relevant Teams

Legal

Sales

Business Development

Commercial

Supply Chain

Operations

International Trade

Contract Management

Compliance

Distribution

Relevant Roles

Chief Commercial Officer

Sales Director

Business Development Manager

Commercial Manager

Supply Chain Director

General Counsel

Legal Counsel

Contracts Manager

Distribution Manager

Regional Sales Manager

Chief Executive Officer

Operations Director

Export Manager

Territory Manager

Procurement Manager

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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