Distribution agreement

A specimen agreement primarily designed for appointing an exclusive distributor in respect of a particular territory or a particular customer group. The agreement is intended to satisfy the requirements of the EU vertical agreements block exemption (Regulation 330/2010/EU) and, in particular, is drafted on the assumption that the supplier's share of the market on which it supplies the relevant goods or services does not exceed 30 per cent; the purchaser's share of the market on which it buys those goods or services does not exceed 30 per cent; and the distributor does not compete with the supplier at the level of the production or manufacture of the products covered by the distribution agreement. The agreement may also be adapted for where the distributorship is sole or non-exclusive, but is not intended for use as a selective distribution arrangement.

NOTE: Please note that these materials are currently being updated to reflect the Collective Redundancies and Transfer of Undertakings (Protection of Employment) (Amendment) Regulations 2013 (SI 2014/16) which come into force on 31 January 2014. The new Regulations amend the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246). For more information, see Legal update, TUPE amendment regulations laid before Parliament.

Alex Nourry and Dan Harrison, Clifford Chance LLP


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