Termination Of Distribution Agreement Template for Philippines

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Key Requirements PROMPT example:

Termination Of Distribution Agreement

"I need a Termination of Distribution Agreement for my pharmaceutical company to mutually end our distribution arrangement with ABC Pharma Distribution Inc. in the Philippines, with specific provisions for handling remaining inventory and ongoing warranty claims, targeting a termination date of March 31, 2025."

Document background
The Termination of Distribution Agreement is a crucial document used when parties wish to formally end their distribution relationship in the Philippines. It's typically employed when both parties mutually agree to terminate their existing distribution arrangement, or when termination occurs according to the provisions of the original agreement. This document addresses critical aspects such as the handling of remaining inventory, settlement of accounts, intellectual property rights, confidentiality obligations, and post-termination responsibilities. Subject to Philippine jurisdiction, it must comply with local commercial laws, including the Civil Code of the Philippines and the Code of Commerce. The agreement is particularly important for protecting both parties' interests during the transition period and establishing clear parameters for the wind-down process.
Suggested Sections

1. Parties: Identification of the Principal/Supplier and Distributor, including full legal names and addresses

2. Background: Reference to the original Distribution Agreement, its date, and brief context for the termination

3. Definitions: Key terms used in the agreement, including references to defined terms from the original Distribution Agreement

4. Termination Date: Specific date when the Distribution Agreement will terminate and confirmation of mutual agreement to terminate

5. Outstanding Obligations: Treatment of pending orders, invoices, payments, and other ongoing obligations

6. Return of Property: Requirements for return of marketing materials, samples, documentation, and other property

7. Intellectual Property Rights: Cessation of IP rights usage and handling of branded materials

8. Confidentiality: Ongoing obligations regarding confidential information

9. Post-Termination Restrictions: Non-compete and non-solicitation provisions that survive termination

10. Warranties and Stock: Handling of warranty claims and remaining inventory

11. Mutual Release: Release of claims between parties, subject to the terms of the termination agreement

12. Governing Law: Confirmation of Philippine law as governing law and jurisdiction

13. Entire Agreement: Standard boilerplate confirming this document represents the entire agreement regarding termination

Optional Sections

1. Transition Assistance: Required when there is a need to transition to a new distributor or ensure continuity of service

2. Customer Transfer: Used when specific provisions are needed for transferring customer relationships

3. Employee Matters: Included when there are employment implications or transfer of employees

4. Tax Provisions: Required when there are specific tax implications that need to be addressed

5. Insurance: Included when ongoing insurance coverage is required for certain periods

6. Dispute Resolution: Optional detailed dispute resolution procedures beyond standard governing law provisions

7. Compensation for Early Termination: Included when termination occurs before the natural expiry and compensation is agreed

Suggested Schedules

1. Schedule 1 - Inventory List: Detailed list of remaining inventory and agreed disposition method

2. Schedule 2 - Outstanding Orders: List of pending orders and their handling

3. Schedule 3 - Payment Schedule: Schedule of any outstanding payments or settlement amounts

4. Schedule 4 - Company Property: Itemized list of all property to be returned to the Principal

5. Schedule 5 - Transition Timeline: Detailed timeline for implementing termination activities

6. Appendix A - Original Distribution Agreement: Copy of the original agreement being terminated

7. Appendix B - Financial Settlement Statement: Detailed statement of financial settlements between parties

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
Relevant Industries

Consumer Goods

Retail

Manufacturing

Automotive

Electronics

Pharmaceuticals

Food and Beverage

Industrial Equipment

Technology

Telecommunications

Fashion and Apparel

Construction Materials

Medical Devices

Agricultural Products

Relevant Teams

Legal

Commercial

Sales

Distribution

Supply Chain

Operations

Finance

Procurement

Compliance

Business Development

Contract Administration

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Distribution Manager

Legal Counsel

Contract Manager

Business Development Manager

Supply Chain Manager

Operations Director

Chief Financial Officer

Procurement Manager

Regional Sales Manager

Channel Manager

Corporate Lawyer

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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