Sole Selling Agreement for Singapore

Sole Selling Agreement Template for Singapore

A Sole Selling Agreement under Singapore law is a legally binding contract where one party (the Principal) grants exclusive rights to another party (the Sole Seller) to sell specified products within a defined territory. The agreement is governed by Singapore's Contract Law and Sale of Goods Act, providing a robust framework for exclusive distribution arrangements. It typically includes detailed provisions on territory rights, performance obligations, pricing structures, and termination conditions.

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What is a Sole Selling Agreement?

The Sole Selling Agreement is a crucial commercial contract used when a business wants to establish an exclusive distribution channel in a specific territory. Under Singapore law, this agreement provides comprehensive protection for both the Principal and Sole Seller, defining their respective rights and obligations. It is particularly valuable for businesses expanding their market presence through dedicated distribution channels, ensuring territorial exclusivity while maintaining control over product distribution and brand representation.

What sections should be included in a Sole Selling Agreement?

1. Parties: Details of the Principal (supplier) and the Sole Seller

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of sole selling rights and defined territory

5. Term and Termination: Duration of agreement and termination provisions

6. Obligations of Principal: Principal's duties and commitments

7. Obligations of Sole Seller: Sole seller's duties and commitments

8. Pricing and Payment Terms: Financial arrangements between parties

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

1. Minimum Purchase Requirements: Specified minimum quantities/values to be purchased - use when principal wants to ensure minimum sales volumes

2. Marketing and Promotion: Marketing obligations and cost sharing - use when specific marketing efforts are required

3. Training Requirements: Training obligations for product knowledge - use for technical or complex products

4. Non-Compete Provisions: Restrictions on competing activities - use when exclusivity is critical

What schedules should be included in a Sole Selling Agreement?

1. Product Schedule: List of products covered under the agreement

2. Territory Map: Detailed definition of geographical territory

3. Price List: Current prices and discount structures

4. Performance Targets: Specific sales targets and KPIs

5. Standard Operating Procedures: Detailed operational procedures and 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

Singapore

Publisher

Genie AI

Document Type

Agency Agreement

Cost

Free to use
Industries

Contract Law (Chapter 53A): Primary legislation governing formation and enforcement of contracts in Singapore, essential for basic contract validity and enforcement

Sale of Goods Act (Chapter 393): Regulates the sale of goods and provides framework for commercial transactions in Singapore

Competition Act (Chapter 50B): Ensures the agreement doesn't create anti-competitive effects or violate fair competition principles in the market

Registration of Businesses Act (Chapter 32): Governs business registration requirements and compliance for parties entering into the agreement

Companies Act (Chapter 50): Regulates corporate entities' operations and their capacity to enter into commercial agreements

Consumer Protection (Fair Trading) Act (Chapter 52A): Protects consumer interests and ensures fair trading practices in distribution agreements

Unfair Contract Terms Act (Chapter 396): Controls the use of unfair terms in contracts and protects against unreasonable contract provisions

Electronic Transactions Act: Governs electronic transactions and digital signatures if the agreement involves e-commerce elements

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data in commercial arrangements

UN Convention on Contracts for International Sale of Goods (CISG): International treaty governing cross-border sale of goods, if applicable to the agreement

Incoterms: International commercial terms defining responsibilities of buyers and sellers in international transactions

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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