Sole Distributorship Agreement for Hong Kong

Sole Distributorship Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that establishes an exclusive distribution relationship between a supplier/manufacturer and a distributor. The agreement grants the distributor exclusive rights to sell and distribute specified products within a defined territory, typically Hong Kong and potentially surrounding regions. It includes detailed provisions on territorial rights, performance requirements, intellectual property usage, minimum purchase commitments, and compliance with Hong Kong regulations, particularly the Competition Ordinance regarding exclusive arrangements.

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What is a Sole Distributorship Agreement?

The Sole Distributorship Agreement is a crucial commercial contract used when a manufacturer or supplier wishes to grant exclusive distribution rights to a single distributor in Hong Kong or specified territories. This agreement type is particularly relevant in Hong Kong's dynamic trading environment, where businesses frequently establish exclusive distribution channels for various products and services. The document comprehensively covers essential aspects such as exclusivity terms, territorial restrictions, minimum purchase requirements, marketing obligations, and intellectual property rights. It must comply with Hong Kong's legal framework, particularly the Competition Ordinance and commercial laws. The agreement is especially important for international companies entering the Hong Kong market through local distribution partners, providing a structured framework for the exclusive commercial relationship while protecting both parties' interests.

What sections should be included in a Sole Distributorship Agreement?

1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names and registered addresses

2. Background: Context of the agreement, including brief description of the parties' businesses and their intention to enter into an exclusive distribution arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights

4. Appointment and Territory: Grant of exclusive distributorship rights and detailed definition of the geographic territory

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Distributor's Rights and Obligations: Core responsibilities including minimum purchase requirements, marketing obligations, and service standards

7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training

8. Pricing and Payment Terms: Product pricing structure, payment terms, and price adjustment mechanisms

9. Intellectual Property Rights: Usage rights for trademarks, brands, and other IP, including restrictions

10. Non-Competition: Restrictions on competing products and activities during and after the agreement

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. Post-Termination: Obligations and rights of both parties after termination

14. General Provisions: Standard boilerplate clauses including notices, amendment procedures, and governing law

What sections are optional to include in a Sole Distributorship Agreement?

1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements, used when specific marketing commitments are needed

2. Training Requirements: Specific training obligations for distributor's staff, included when products require technical knowledge

3. Sub-Distributors: Rights and conditions for appointing sub-distributors, used when sub-distribution is permitted

4. Product Warranty: Detailed warranty terms and claims procedures, important for technical or complex products

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

6. Data Protection: Specific data handling requirements, needed when personal data processing is involved

7. Force Majeure: Detailed force majeure provisions, particularly relevant in international distribution

8. Anti-Corruption Compliance: Specific anti-corruption requirements, important for international business

What schedules should be included in a Sole Distributorship Agreement?

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed description of the geographic territory, including maps if necessary

3. Schedule 3 - Minimum Purchase Requirements: Annual or quarterly minimum purchase quantities or values

4. Schedule 4 - Price List: Current price list and discount structure

5. Schedule 5 - Performance Targets: Specific sales targets and performance metrics

6. Schedule 6 - Technical Requirements: Technical specifications, quality standards, and certification requirements

7. Schedule 7 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

8. Schedule 8 - After-Sales Service Requirements: Service level agreements and support requirements

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

Affidavit

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Consumer Goods

Electronics and Technology

Automotive

Luxury Goods

Food and Beverage

Pharmaceuticals

Medical Devices

Industrial Equipment

Fashion and Apparel

Cosmetics and Personal Care

Construction Materials

Telecommunications Equipment

Machinery and Tools

Home Appliances

Sporting Goods

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Supply Chain

Procurement

Compliance

Distribution

Channel Management

International Trade

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

Head of Sales

Business Development Manager

Legal Counsel

Procurement Manager

Sales Director

Distribution Manager

Supply Chain Manager

Contract Manager

Operations Director

Country Manager

Regional Sales Manager

Channel Manager

Compliance 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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