The Distribution And Licensing Agreement is a vital commercial document used when a business wishes to appoint another entity to distribute its products while also granting rights to use associated intellectual property. This agreement is particularly relevant in the New Zealand market, where businesses must comply with specific commercial, competition, and intellectual property laws. The document covers essential elements such as distribution territory, licensing terms, quality standards, and commercial terms, making it suitable for businesses expanding their distribution networks while protecting their intellectual property rights. It incorporates provisions compliant with New Zealand legislation, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant intellectual property statutes. This agreement type is commonly used in various industries, from consumer goods to technology, and can be adapted to both exclusive and non-exclusive distribution arrangements.

1. Parties: Identification of the parties entering into the agreement, including registered addresses and company details

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

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Appointment and Territory: Terms of distributor appointment and defined territorial boundaries for distribution rights

5. License Grant: Scope of intellectual property license, including usage rights and restrictions

6. Distribution Rights and Obligations: Specific rights and obligations related to product distribution, including any exclusivity provisions

7. Supply Terms: Terms governing the supply of products, including ordering process, delivery, and acceptance

8. Prices and Payment: Pricing structure, payment terms, and any associated fees or royalties

9. Intellectual Property Protection: Provisions for protecting IP rights, including trademark usage guidelines and infringement procedures

10. Quality Control and Standards: Quality requirements, compliance standards, and inspection rights

11. Marketing and Promotion: Requirements and restrictions regarding marketing and promotion of products

12. Reporting and Records: Requirements for maintaining records and reporting sales and activities

13. Term and Termination: Duration of agreement and circumstances for termination

14. Post-Termination Obligations: Obligations and restrictions that survive after agreement termination

15. Confidentiality: Protection of confidential information and trade secrets

16. General Provisions: Standard legal provisions including governing law, dispute resolution, and force majeure