Intercompany Distribution Agreement Template for Belgium

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Key Requirements PROMPT example:

Intercompany Distribution Agreement

"I need an Intercompany Distribution Agreement governed by Belgian law for our pharmaceutical manufacturing subsidiary to distribute products through our local Belgian sales entity, with exclusive rights and specific requirements for handling regulated medical products, to be effective from March 2025."

Document background
The Intercompany Distribution Agreement is essential for multinational corporate groups operating in Belgium who wish to structure their internal distribution arrangements effectively. This document is particularly important given Belgium's specific and protective distribution law regime, which applies even to intra-group arrangements. The agreement needs to balance group-wide commercial objectives with local legal requirements, including mandatory notice periods and indemnity provisions under Belgian law. It typically includes detailed provisions on territory rights, product supply, pricing mechanisms, and operational procedures, while ensuring compliance with both Belgian and EU competition laws. This template is designed for situations where one group entity (typically a manufacturer or primary distributor) wishes to appoint another group entity as a distributor in a specific territory, while maintaining group coherence and operational efficiency.
Suggested Sections

1. Parties: Identification of the supplier and distributor entities, including full legal names and registration details

2. Background: Context of the distribution arrangement and relationship between the group companies

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Terms of appointment, territory definition, and nature of distribution rights (exclusive/non-exclusive)

5. Term and Termination: Duration, renewal provisions, and termination rights (compliant with Belgian law requirements)

6. Orders and Delivery: Process for ordering products, delivery terms, and acceptance procedures

7. Prices and Payment: Pricing mechanism, payment terms, and invoicing procedures

8. Obligations of Supplier: Supplier's commitments regarding product supply, support, and information provision

9. Obligations of Distributor: Distributor's commitments regarding marketing, sales efforts, and market development

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

11. Confidentiality: Protection of confidential information exchanged between parties

12. Governing Law and Jurisdiction: Confirmation of Belgian law application and dispute resolution procedures

Optional Sections

1. Minimum Purchase Requirements: Used when specific purchase targets or commitments are required

2. Marketing and Promotion: Included when specific marketing obligations or cooperative advertising arrangements exist

3. Training Requirements: Required when product complexity necessitates formal training programs

4. Quality Control: Included for products requiring specific quality standards or handling procedures

5. After-Sales Service: Necessary when product requires maintenance or warranty services

6. Non-Competition: Used when restricting distributor from handling competing products

7. Data Protection: Required when personal data processing is involved in the distribution activities

8. Force Majeure: Optional but recommended for managing unforeseeable circumstances

9. Insurance: Included when specific insurance requirements are necessary

10. Compliance with Laws: Detailed compliance obligations beyond standard legal requirements

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the distribution agreement

2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded accounts

3. Schedule 3 - Prices and Payment Terms: Price lists, discount structures, and detailed payment conditions

4. Schedule 4 - Performance Targets: Sales targets and performance metrics if applicable

5. Schedule 5 - Technical Specifications: Product specifications and technical requirements

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

7. Schedule 7 - Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks

8. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, delivery, and returns

9. 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

Pharmaceuticals

Technology

Automotive

Industrial Equipment

Electronics

Fast-Moving Consumer Goods

Chemical Products

Medical Devices

Machinery and Equipment

Food and Beverage

Relevant Teams

Legal

Commercial

Supply Chain

Operations

Sales

Compliance

Business Development

Distribution

Corporate Affairs

Procurement

Relevant Roles

Commercial Director

Legal Counsel

Distribution Manager

Supply Chain Manager

Business Development Director

Compliance Officer

Sales Director

Operations Manager

Contract Manager

Chief Commercial Officer

General Counsel

Regional Manager

Group Legal Director

Distribution Network Coordinator

Industries
Belgian Civil Code (Code civil/Burgerlijk Wetboek): Fundamental principles of contract law, including formation, validity, performance, and termination of contracts
Belgian Code of Economic Law (Code de droit économique/Wetboek van economisch recht): General framework for commercial transactions and business relationships in Belgium
Law of 27 July 1961 on Unilateral Termination of Exclusive Distribution Agreements: Specific legislation protecting distributors, including mandatory provisions regarding termination notice periods and indemnities
EU Competition Law (Articles 101 and 102 TFEU): Regulations concerning anti-competitive agreements and abuse of dominant position, particularly relevant for territorial restrictions and exclusive arrangements
Belgian Competition Law (Book IV of the Code of Economic Law): National competition rules that may affect distribution arrangements within Belgium
Belgian Commercial Agency Law of 13 April 1995: While not directly applicable, this law may be relevant by analogy for certain aspects of the distribution relationship
EU Vertical Agreements Block Exemption Regulation (VBER): Regulation 2022/720 providing safe harbor for certain vertical agreements under EU competition law
Belgian Law on Pre-contractual Information: Requirements regarding information that must be provided before entering into commercial partnership agreements
Belgian Law on B2B Relationships: Rules regarding unfair terms in agreements between businesses, including provisions on economic dependency
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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