A Termination of Distribution Agreement is used when parties wish to formally end their distribution relationship. This document, governed by English and Welsh law, is essential when either or both parties decide to cease their distribution arrangement, whether by mutual agreement or unilateral decision. It addresses crucial aspects such as notice periods, remaining stock, customer relationships, and ongoing obligations. The agreement ensures compliance with UK commercial regulations, particularly the Commercial Agents Regulations 1993 and competition law, while providing clear terms for winding down the business relationship.
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1. Parties: Identification of the contracting parties and their registered addresses
2. Background: Context of the original agreement, its date, and reason for termination
3. Definitions: Key terms used in the termination agreement including defined terms from original agreement
4. Termination Date: Effective date of termination and notice periods
5. Outstanding Obligations: Mutual obligations to be fulfilled before termination including payments, deliveries, and returns
6. Post-Termination Obligations: Ongoing obligations after termination including confidentiality and IP rights
7. Governing Law: Confirmation of applicable law (England and Wales) and jurisdiction
1. Compensation: Terms of any compensation or indemnity payable upon termination
2. Non-Compete Provisions: Restrictions on future business activities and their duration
3. International Provisions: Specific terms for international distribution and cross-border considerations
4. Data Protection: Provisions for handling customer data and personal information post-termination
5. Dispute Resolution: Specific procedures for handling disputes arising from the termination
1. Schedule 1: Inventory List: Detailed list of remaining stock and agreed handling process
2. Schedule 2: Settlement Terms: Detailed financial settlement arrangements and payment schedule
3. Schedule 3: Customer Transfer Plan: Process for handling existing customers and transfer of responsibilities
4. Appendix A: Original Agreement: Copy or reference to the original distribution agreement being terminated
5. Appendix B: Territory Definition: Definition of territories affected by the termination
Relevant legal definitions
Agreement
Original Distribution Agreement
Effective Date
Termination Date
Products
Territory
Intellectual Property Rights
Confidential Information
Business Day
Remaining Stock
Customer Data
Distribution Rights
Transition Period
Outstanding Obligations
Post-Termination Obligations
Compensation
Sales Records
Trade Marks
Non-Compete Period
Force Majeure Event
Affiliate
Group Company
Representatives
Working Hours
Material Breach
Damages
Notice
Existing Customers
Commission
Marketing Materials
Original Distribution Agreement
Effective Date
Termination Date
Products
Territory
Intellectual Property Rights
Confidential Information
Business Day
Remaining Stock
Customer Data
Distribution Rights
Transition Period
Outstanding Obligations
Post-Termination Obligations
Compensation
Sales Records
Trade Marks
Non-Compete Period
Force Majeure Event
Affiliate
Group Company
Representatives
Working Hours
Material Breach
Damages
Notice
Existing Customers
Commission
Marketing Materials
Clauses
Termination Effective Date
Acknowledgment of Termination
Outstanding Payments
Treatment of Remaining Stock
Return of Materials
Confidentiality
Intellectual Property Rights
Non-Competition
Non-Solicitation
Customer Transfer
Data Protection
Post-Termination Obligations
Transition Arrangements
Release and Waiver
Indemnification
Warranties and Representations
Force Majeure
Assignment
Severability
Entire Agreement
Notices
Governing Law
Dispute Resolution
Third Party Rights
Costs
Further Assurance
Survival of Terms
Amendment and Variation
Counterparts
Commission and Compensation
Acknowledgment of Termination
Outstanding Payments
Treatment of Remaining Stock
Return of Materials
Confidentiality
Intellectual Property Rights
Non-Competition
Non-Solicitation
Customer Transfer
Data Protection
Post-Termination Obligations
Transition Arrangements
Release and Waiver
Indemnification
Warranties and Representations
Force Majeure
Assignment
Severability
Entire Agreement
Notices
Governing Law
Dispute Resolution
Third Party Rights
Costs
Further Assurance
Survival of Terms
Amendment and Variation
Counterparts
Commission and Compensation
Relevant Industries
Relevant Teams
Relevant Roles
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