The Termination Of Distribution Agreement is essential when parties wish to formally conclude their distribution arrangement in Singapore. This document becomes necessary when either party decides to end the relationship, whether due to strategic changes, performance issues, or mutual agreement. It addresses crucial elements such as final payments, inventory management, intellectual property rights, and post-termination obligations. The agreement must comply with Singapore's legal framework, including the Contract Act and Competition Act, ensuring a clear and legally sound separation process. It provides protection for both parties and helps prevent future disputes by clearly documenting the terms of separation.
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1. Parties: Identification of the distributor and supplier/manufacturer, including full legal names and registered addresses
2. Background: Reference to the original distribution agreement and brief context for termination
3. Definitions: Key terms used in the termination agreement, including reference to definitions in the original agreement
4. Termination Date: Specific date when the distribution agreement will terminate
5. Outstanding Obligations: List of mutual obligations that need to be fulfilled before termination
6. Settlement of Accounts: Provisions for final payments, commissions, and financial reconciliation
7. Return of Property: Requirements for return of materials, documentation, and property
8. Governing Law: Confirmation of Singapore law as governing law
1. Transition Period: Terms for managing the transition period when immediate termination is not practical
2. Stock Disposal: Arrangements for remaining inventory when physical goods are involved
3. Non-Compete Provisions: Post-termination competition restrictions when protecting market position is crucial
4. Intellectual Property: Arrangements for IP rights post-termination when IP rights were granted in original agreement
1. Schedule 1 - Inventory List: Detailed list of remaining inventory and agreed disposal terms
2. Schedule 2 - Outstanding Payments: List of all pending financial obligations
3. Schedule 3 - Company Property: List of all items to be returned to respective parties
4. Appendix A - Original Distribution Agreement: Copy of the original agreement being terminated
Relevant legal definitions
Agreement
Original Distribution Agreement
Effective Date
Termination Date
Products
Territory
Confidential Information
Intellectual Property Rights
Outstanding Obligations
Transition Period
Remaining Stock
Company Property
Distribution Rights
Commission
Force Majeure
Business Day
Governing Law
Notices
Representatives
Affiliate
Outstanding Payments
Trade Marks
Customer Data
Marketing Materials
Non-Compete Period
Dispute Resolution
Surviving Provisions
Original Distribution Agreement
Effective Date
Termination Date
Products
Territory
Confidential Information
Intellectual Property Rights
Outstanding Obligations
Transition Period
Remaining Stock
Company Property
Distribution Rights
Commission
Force Majeure
Business Day
Governing Law
Notices
Representatives
Affiliate
Outstanding Payments
Trade Marks
Customer Data
Marketing Materials
Non-Compete Period
Dispute Resolution
Surviving Provisions
Clauses
Termination Date
Mutual Release
Outstanding Payments
Stock Disposal
Return of Property
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Transition Arrangements
Final Accounting
Customer Notification
Post-Termination Obligations
Warranties and Representations
Indemnification
Dispute Resolution
Governing Law
Assignment
Force Majeure
Severability
Entire Agreement
Waiver
Notices
Survival Provisions
Data Protection
Marketing Materials
Territory Restrictions
Third Party Rights
Mutual Release
Outstanding Payments
Stock Disposal
Return of Property
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property Rights
Transition Arrangements
Final Accounting
Customer Notification
Post-Termination Obligations
Warranties and Representations
Indemnification
Dispute Resolution
Governing Law
Assignment
Force Majeure
Severability
Entire Agreement
Waiver
Notices
Survival Provisions
Data Protection
Marketing Materials
Territory Restrictions
Third Party Rights
Relevant Industries
Relevant Teams
Relevant Roles
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