Dealer Agreement Template for United States

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Key Requirements PROMPT example:

Dealer Agreement

"I need a Dealer Agreement for my automotive parts manufacturing business to appoint exclusive dealers across the western United States, with specific minimum purchase requirements and quarterly performance targets, starting January 2025."

Document background
A Dealer Agreement serves as the foundational document governing the business relationship between manufacturers/suppliers and their authorized dealers in the United States. This contract type is essential when a company wants to establish a network of independent businesses to sell or distribute its products. The agreement typically covers crucial aspects such as territorial rights, pricing structures, minimum purchase requirements, performance standards, and warranty obligations. Subject to both federal and state regulations, including specific dealer protection laws, antitrust rules, and the UCC, the Dealer Agreement must be carefully crafted to ensure compliance while protecting both parties' interests. This document is particularly important in regulated industries and sectors where product distribution requires specialized knowledge or service capabilities.
Suggested Sections

1. Parties: Identification of dealer and manufacturer/supplier

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of dealership and territorial rights

5. Rights and Obligations: Core responsibilities of both parties

6. Term and Termination: Duration and conditions for ending the agreement

7. Payment Terms: Pricing, payment conditions, and financial arrangements

8. Warranties: Product warranties and representations

9. Compliance with Laws: Obligations to comply with applicable federal and state laws

10. Intellectual Property: Protection and usage of trademarks, patents, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Dispute Resolution: Process for resolving disputes between parties

13. General Provisions: Boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Marketing Requirements: Specific marketing obligations and promotional responsibilities

2. Training Requirements: Staff training obligations and certification requirements

3. Minimum Purchase Requirements: Required minimum order quantities and volume commitments

4. After-Sales Service: Requirements for providing maintenance and support services

5. Insurance Requirements: Specific insurance coverage obligations

Suggested Schedules

1. Product Schedule: List of authorized products and pricing structure

2. Territory Map: Detailed description or map of authorized territory

3. Performance Metrics: Specific KPIs and performance requirements

4. Service Level Requirements: Detailed service standards and requirements

5. Warranty Terms: Detailed warranty conditions and procedures

6. Commission Structure: Detailed breakdown of commission rates and calculations

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

Clauses
Industries

Federal Trade Commission Act: Primary federal law governing unfair or deceptive trade practices and promoting fair competition in interstate commerce

Sherman Antitrust Act: Federal antitrust law prohibiting monopolistic business practices and protecting competitive commerce

Clayton Act: Supplements the Sherman Act by addressing specific practices not explicitly covered in the Sherman Act, including mergers and acquisitions that may reduce competition

Robinson-Patman Act: Federal law prohibiting price discrimination between different purchasers of comparable goods

Lanham Act: Federal trademark law protecting intellectual property and governing trademark usage in dealer relationships

Magnuson-Moss Warranty Act: Federal law governing warranties on consumer products, requiring clear disclosure of warranty terms

State Dealer Protection Laws: State-specific laws providing rights and protections to dealers, including termination provisions and territory rights

State Franchise Laws: State laws regulating franchise relationships, which may apply to dealer agreements if they meet certain criteria

Uniform Commercial Code (UCC): State-adopted uniform laws governing commercial transactions, including sales of goods and contract terms

Industry-Specific Regulations: Regulations specific to particular industries (e.g., automotive - FMVSS, electronics - FCC, medical devices - FDA)

Data Protection and Privacy Laws: Federal and state laws governing the collection, storage, and use of customer and business data

Export Control Laws: Federal regulations governing international trade and export of goods and technology

State Licensing Requirements: State-specific requirements for dealer licensing and business operations

Fair Labor Standards Act: Federal law establishing standards for employment relationships, wages, and hours

Independent Contractor Regulations: Federal and state laws governing the classification and treatment of independent contractors versus employees

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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