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Non Exclusive Distribution Agreement Template for Germany

A Non-Exclusive Distribution Agreement governed by German law establishes a commercial relationship between a supplier and a distributor, where the distributor is granted non-exclusive rights to market and sell the supplier's products within a defined territory. The agreement complies with German civil and commercial codes, as well as EU competition laws, particularly regarding vertical agreements. It outlines the parties' rights and obligations, commercial terms, operational procedures, and includes specific provisions required under German law for enforceability, while maintaining flexibility for the supplier to appoint other distributors.

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What is a Non Exclusive Distribution Agreement?

This Non-Exclusive Distribution Agreement template is designed for use in the German market when a supplier wishes to appoint a distributor while maintaining the flexibility to work with other distributors in the same territory. The document incorporates requirements under German law, including the German Civil Code (BGB) and Commercial Code (HGB), as well as EU competition law requirements. It is particularly useful for companies expanding their distribution network in Germany or German companies establishing distribution relationships domestically or internationally. The agreement covers essential elements such as appointment terms, territory definition, pricing structures, minimum purchase requirements (if applicable), and compliance with German commercial regulations. It includes specific provisions for termination and post-termination obligations that align with German legal precedents, while also addressing modern business needs such as data protection under GDPR and digital commerce considerations.

What sections should be included in a Non Exclusive Distribution Agreement?

1. Parties: Identification of the supplier and distributor with full legal names and addresses

2. Background: Context of the agreement, including supplier's business, products, and intention to appoint distributor

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Non-exclusive appointment of distributor and definition of territorial scope

5. Distributor Obligations: Core obligations including marketing, sales targets, reporting, and compliance requirements

6. Supplier Obligations: Supplier's commitments regarding product supply, support, and training

7. Ordering and Delivery: Process for ordering, delivery terms, and logistics arrangements

8. Prices and Payment: Pricing structure, payment terms, and currency provisions

9. Intellectual Property Rights: Usage rights for trademarks, branding, and other IP

10. Confidentiality: Protection of confidential information exchanged during the relationship

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

12. Post-Termination: Obligations and rights after agreement termination

13. General Provisions: Standard legal provisions including notices, amendments, and governing law

What sections are optional to include in a Non Exclusive Distribution Agreement?

1. Minimum Purchase Requirements: Used when supplier wants to establish binding purchase quotas

2. Marketing and Promotion: Detailed section when specific marketing requirements or cooperative advertising are needed

3. Training Requirements: When products require technical knowledge or specialized training

4. Non-Competition: When restricting distributor from handling competing products

5. Product Warranty: When specific warranty terms need to be passed through to customers

6. Insurance Requirements: When specific insurance coverage is required for the distributor

7. Data Protection: Detailed GDPR compliance section when personal data processing is involved

8. Import/Export Compliance: When distribution involves cross-border trade

What schedules should be included in a Non Exclusive Distribution Agreement?

1. Schedule 1 - Products: List of products covered by the distribution agreement

2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions

3. Schedule 3 - Prices and Commercial Terms: Price lists, discount structures, and commercial terms

4. Schedule 4 - Minimum Purchase Targets: Specific targets and evaluation periods

5. Schedule 5 - Technical Specifications: Product specifications and technical requirements

6. Schedule 6 - Service Level Agreement: Performance metrics and service standards

7. Schedule 7 - Trademark Usage Guidelines: Rules for using supplier's trademarks and branding

8. Appendix A - Standard Operating Procedures: Detailed operational procedures for ordering and delivery

Authors

Alex Denne

Advisor @ 蜜桃传媒AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Cost

Free to use

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