Exclusive Dealing Contract for Hong Kong

Exclusive Dealing Contract Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that establishes an exclusive commercial relationship between a supplier/manufacturer and a dealer/distributor. The document sets out the terms under which one party is granted exclusive rights to sell, distribute, or represent products or services within a defined territory. It includes detailed provisions for compliance with Hong Kong's Competition Ordinance, specifies commercial terms, performance requirements, and territorial restrictions, while addressing intellectual property rights, confidentiality, and dispute resolution mechanisms under Hong Kong jurisdiction.

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What is a Exclusive Dealing Contract?

An Exclusive Dealing Contract is essential for businesses seeking to establish controlled distribution channels in specific territories while ensuring compliance with Hong Kong's legal framework. This document is typically used when a supplier wants to grant exclusive rights to a distributor to sell their products or services within a defined geographic area, usually with the aim of maintaining brand value, ensuring quality control, or developing market presence. The agreement must carefully balance commercial interests with regulatory compliance, particularly regarding Hong Kong's Competition Ordinance. It includes comprehensive terms covering supply obligations, performance standards, territorial restrictions, and protection of intellectual property rights. The document is particularly important in industries where brand reputation, quality control, and market positioning are crucial factors for success.

What sections should be included in a Exclusive Dealing Contract?

1. Parties: Identification of the supplier/manufacturer and the exclusive dealer/distributor

2. Background: Context of the agreement and brief description of the business relationship

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

4. Grant of Exclusive Rights: Clear specification of the exclusive rights being granted, including territorial scope and product/service coverage

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Obligations of Supplier: Supplier's commitments including supply terms, pricing, and support

7. Obligations of Dealer: Dealer's commitments including minimum purchase requirements, marketing efforts, and performance standards

8. Territory and Exclusivity: Detailed definition of the geographic area and scope of exclusivity

9. Pricing and Payment Terms: Price determination, payment schedules, and related financial terms

10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP

11. Confidentiality: Protection of confidential information exchanged between parties

12. Competition Law Compliance: Provisions ensuring compliance with Hong Kong Competition Ordinance

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

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Exclusive Dealing Contract?

1. Training and Support: Details of training and support provided by supplier, included when technical products or services are involved

2. Marketing and Promotion: Specific marketing requirements and cost-sharing arrangements, included for consumer-facing products

3. Quality Control: Quality standards and inspection rights, included for manufactured goods

4. Non-Competition: Post-termination restrictions, included when protecting market position is crucial

5. Insurance Requirements: Specific insurance coverage requirements, included for high-value or high-risk products

6. Force Majeure: Provisions for unforeseen circumstances, included when supply chain disruption is a significant risk

7. Assignment and Sub-Contracting: Rights to transfer or delegate obligations, included when flexibility in business structure is needed

8. Data Protection: Provisions for handling personal data, included when customer data is processed

What schedules should be included in a Exclusive Dealing Contract?

1. Schedule 1: Products/Services: Detailed list and specifications of products or services covered by the agreement

2. Schedule 2: Territory Map: Detailed map or description of the exclusive territory

3. Schedule 3: Pricing Structure: Detailed pricing tables, discounts, and commission structures

4. Schedule 4: Performance Targets: Specific sales targets and performance metrics

5. Schedule 5: Technical Specifications: Technical requirements and standards for products or services

6. Appendix A: Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

7. Appendix B: Service Level Agreement: Detailed service standards and response times

8. Appendix C: Compliance Procedures: Detailed procedures for ensuring competition law compliance

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

Jurisdiction

Hong Kong

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Clauses
Relevant Industries

Consumer Goods

Electronics

Automotive

Luxury Goods

Fashion and Apparel

Medical Devices

Industrial Equipment

Food and Beverage

Pharmaceuticals

Technology

Telecommunications

Manufacturing

Relevant Teams

Legal

Sales

Commercial

Compliance

Business Development

Operations

Supply Chain

Distribution

Marketing

Finance

Risk Management

Relevant Roles

Chief Executive Officer

Commercial Director

Head of Sales

Legal Counsel

Compliance Officer

Business Development Manager

Sales Director

Distribution Manager

Channel Manager

Contract Manager

Regional Sales Manager

Chief Operating Officer

Supply Chain Manager

Brand Manager

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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