Non Exclusive Sales Agreement for Hong Kong

Non Exclusive Sales Agreement Template for Hong Kong

A Non-Exclusive Sales Agreement governed by Hong Kong law establishes a flexible commercial relationship between a seller and buyer, allowing the seller to maintain multiple distribution channels while providing the buyer with rights to sell specified products. This agreement type is particularly suited to Hong Kong's dynamic business environment and is structured under Hong Kong's common law system, incorporating key provisions of the Sale of Goods Ordinance and related commercial legislation. The document outlines essential terms including pricing, delivery, territory rights, and performance expectations while maintaining the parties' freedom to engage in other business relationships.

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What is a Non Exclusive Sales Agreement?

The Non-Exclusive Sales Agreement is a fundamental commercial contract used in Hong Kong's business landscape to establish product sales relationships without granting exclusive rights. This document is particularly relevant in today's diverse market where suppliers often need multiple distribution channels and buyers require flexibility in sourcing arrangements. The agreement is structured under Hong Kong law, which provides a robust framework for international trade through its common law system and specialized commercial legislation. It typically includes comprehensive provisions for ordering processes, delivery terms, pricing structures, quality standards, and performance metrics while explicitly preserving both parties' rights to engage in similar arrangements with other business partners. This agreement type is especially suitable for businesses entering the Asian market through Hong Kong or establishing regional distribution networks.

What sections should be included in a Non Exclusive Sales Agreement?

1. Parties: Identification of the parties entering into the agreement, including full legal names, registration details, and addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement

3. Definitions: Defined terms used throughout the agreement for clarity and consistency

4. Appointment and Scope: Clear statement of non-exclusive appointment and territory/product scope

5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

6. Orders and Delivery: Process for placing orders, delivery terms, and acceptance procedures

7. Prices and Payment: Pricing structure, payment terms, and invoicing requirements

8. Obligations of the Seller: Seller's commitments regarding product supply, quality, and support

9. Obligations of the Buyer: Buyer's commitments regarding sales efforts, reporting, and market conduct

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

11. Confidentiality: Protection of confidential information exchanged during the relationship

12. Warranties and Indemnities: Product warranties and mutual indemnification provisions

13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

What sections are optional to include in a Non Exclusive Sales Agreement?

1. Minimum Purchase Requirements: Include when the seller wants to establish minimum order quantities or values

2. Marketing and Promotion: Include when parties share marketing responsibilities and costs

3. Training and Support: Include when the seller provides specific training or technical support

4. Product Returns: Include when specific return policies beyond statutory requirements are needed

5. Non-Compete: Include when restricted competition is desired within specific parameters

6. Performance Targets: Include when specific sales targets or KPIs are to be measured

7. Insurance: Include when specific insurance requirements are needed beyond standard coverage

8. Data Protection: Include when personal data processing is part of the business relationship

What schedules should be included in a Non Exclusive Sales Agreement?

1. Product List: Detailed list of products covered by the agreement with specifications

2. Price List: Current prices and any volume-based discounts or special pricing arrangements

3. Territory Definition: Detailed description of geographical areas covered by the agreement

4. Service Level Agreement: Specific performance metrics and service standards

5. Technical Specifications: Detailed product specifications and technical requirements

6. Reporting Templates: Standard forms for sales reports and other required reporting

7. Brand Guidelines: Rules for use of trademarks, logos, and marketing materials

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

Sales Contract

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Consumer Goods

Electronics

Fashion and Apparel

Automotive

Industrial Equipment

Technology

Food and Beverage

Healthcare Products

Luxury Goods

Construction Materials

Telecommunications

Chemical Products

Pharmaceutical

Relevant Teams

Legal

Sales

Procurement

Commercial

Business Development

Supply Chain

Operations

Compliance

Finance

International Trade

Contract Administration

Relevant Roles

Chief Commercial Officer

Sales Director

Procurement Manager

Business Development Manager

Commercial Manager

Supply Chain Manager

Legal Counsel

Contract Manager

Sales Operations Manager

Distribution Manager

Regional Sales Manager

Purchasing Director

Trade Compliance Officer

Channel Manager

Account Executive

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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