Agency And Distribution Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Agency And Distribution Agreement

I need an Agency and Distribution Agreement for my software company to appoint an agent-distributor in Hong Kong who will both sell licenses directly and distribute through local resellers, starting March 2025, with strong IP protection clauses and specific performance targets.

Document background
An Agency and Distribution Agreement is essential for businesses seeking to expand their market presence through third-party representatives and distributors in Hong Kong and surrounding territories. This document is particularly relevant when a company wants to establish a commercial relationship that combines elements of both agency (representation) and distribution (resale) arrangements. The agreement needs to comply with Hong Kong's legal framework, which is based on English common law principles while incorporating local commercial practices and regulatory requirements. It typically includes detailed provisions on territorial rights, commission structures, minimum purchase requirements, performance targets, trademark usage, and compliance obligations. This type of agreement is commonly used when a principal wants to maintain flexibility in their market approach, allowing for both direct representation through agents and product distribution through authorized distributors, while maintaining a unified contractual framework.
Suggested Sections

1. Parties: Identification of the principal and agent/distributor with full legal names and registered addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and their intentions

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

4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, territory definition, and scope of authority

5. Rights and Obligations of Principal: Principal's duties, support obligations, and commitments regarding product supply and marketing

6. Rights and Obligations of Agent/Distributor: Agent/distributor's duties, sales targets, marketing obligations, and service standards

7. Financial Terms: Commission structure, pricing, payment terms, and financial reporting requirements

8. Intellectual Property: Usage rights for trademarks, branding guidelines, and IP protection obligations

9. Confidentiality: Protection and handling of confidential information

10. Term and Termination: Duration, renewal provisions, and termination circumstances

11. Post-Termination: Obligations and rights after agreement termination

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

13. General Provisions: Standard boilerplate clauses including force majeure, entire agreement, and amendments

Optional Sections

1. Minimum Purchase Requirements: Used when the principal wants to establish minimum purchase quantities for distributors

2. Marketing and Promotion: Detailed marketing obligations when specific promotional activities are required

3. Training Requirements: When specific training or certification is required for selling/servicing products

4. Non-Competition: Restrictions on competing activities, if applicable and enforceable

5. Insurance: Specific insurance requirements beyond standard coverage

6. Data Protection: Detailed data protection provisions when personal data processing is involved

7. Import/Export Compliance: Specific provisions for cross-border trade compliance when international sales are involved

8. Product Warranties: Specific warranty terms when products have special warranty requirements

9. After-Sales Service: Detailed service requirements when product support is crucial

Suggested Schedules

1. Products Schedule: List of products/services covered by the agreement

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

3. Commission Structure: Detailed breakdown of commission rates and calculation methods

4. Performance Targets: Specific sales targets and performance metrics

5. Trademark Usage Guidelines: Detailed guidelines for use of principal's trademarks and branding

6. Standard Operating Procedures: Detailed procedures for order processing, reporting, and other operational matters

7. Approved Sub-agents/Sub-distributors: List of approved sub-agents or sub-distributors if permitted

8. Product Prices: Price lists and discount structures

9. Technical Specifications: Technical details and requirements for products

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

Consumer Goods

Electronics and Technology

Pharmaceuticals and Healthcare

Industrial Equipment

Automotive

Fashion and Luxury Goods

Food and Beverage

Telecommunications

Construction Materials

Chemical Products

Software and Digital Products

Medical Devices

Sporting Goods

Home Appliances

Cosmetics and Personal Care

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Supply Chain

Compliance

Partner Management

Distribution

International Trade

Contract Management

Marketing

Finance

Product Management

Strategy

Relevant Roles

Chief Commercial Officer

Sales Director

Business Development Manager

Channel Manager

Legal Counsel

Commercial Contracts Manager

Distribution Manager

Agency Relations Manager

Regional Sales Manager

Operations Director

Supply Chain Manager

Compliance Officer

Territory Manager

Partner Management Director

Chief Executive Officer

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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