Exclusive Seller Agreement for the United Kingdom

Exclusive Seller Agreement Template for England and Wales

An Exclusive Seller Agreement is a legally binding contract under English and Welsh law that grants specific selling rights to a designated party within a defined territory or market segment. The agreement establishes the terms of exclusivity, commission structures, performance requirements, and mutual obligations between the principal company and the seller. It includes provisions for territory protection, minimum performance standards, and termination conditions.

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What is a Exclusive Seller Agreement?

The Exclusive Seller Agreement is essential for businesses seeking to establish controlled distribution channels in specific territories or market segments. This agreement, governed by English and Welsh law, defines the relationship between a principal company and their exclusive seller, including detailed terms of appointment, territory rights, commission structures, and performance expectations. It's particularly valuable when companies want to maintain product distribution control while leveraging local market expertise through authorized sellers.

What sections should be included in a Exclusive Seller Agreement?

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of exclusive appointment and territorial scope

5. Duration and Termination: Contract term and termination provisions

6. Obligations of Seller: Seller's duties and responsibilities

7. Commission Structure: Payment terms and commission calculations

8. Confidentiality: Protection of confidential information and trade secrets

9. Governing Law and Jurisdiction: Specification of applicable law and dispute resolution

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

1. Minimum Performance Requirements: Used when setting specific sales targets or KPIs

2. Marketing Obligations: Include when seller has specific marketing responsibilities

3. Training Provisions: When product-specific training is required

4. Non-Compete Clauses: When restricting seller's ability to sell competing products

5. Data Protection: When personal data processing is involved in the relationship

What schedules should be included in a Exclusive Seller Agreement?

1. Schedule 1 - Product List: Detailed list of products covered by the agreement

2. Schedule 2 - Commission Rates: Detailed breakdown of commission structure and calculation methods

3. Schedule 3 - Territory Definition: Detailed description of exclusive territory

4. Schedule 4 - Performance Metrics: Specific KPIs and measurement criteria

5. Schedule 5 - Approved Marketing Materials: Templates and guidelines for marketing communications

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

Jurisdiction

England and Wales

Publisher

Genie AI

Sector

Sales

Cost

Free to use

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