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Simple Distribution Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Simple Distribution Agreement

"I need a Simple Distribution Agreement governed by Hong Kong law for my electronics manufacturing company to appoint an exclusive distributor in Hong Kong and Macau, with minimum purchase requirements and quarterly performance targets starting from March 2025."

Document background
This Simple Distribution Agreement template is designed for use in the Hong Kong market when establishing a commercial distribution relationship between a supplier/manufacturer and a distributor. It is particularly suitable for businesses looking to expand their distribution network in Hong Kong and surrounding regions, providing a balanced framework that protects both parties' interests while ensuring compliance with Hong Kong law. The agreement covers essential elements such as appointment terms, territorial rights, ordering procedures, and basic commercial terms, while remaining adaptable to various industry sectors. It is structured to be simpler than full-scale distribution agreements, making it ideal for straightforward distribution arrangements or as a starting point for more complex relationships.
Suggested Sections

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

2. Background: Context of the agreement, including brief description of the business relationship and purpose

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

4. Appointment and Territory: Scope of distributor appointment and defined territorial limits

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Distribution Rights and Obligations: Core rights and responsibilities of the distributor

7. Supplier Obligations: Core obligations of the supplier including supply terms and support

8. Ordering and Delivery: Process for placing orders and delivery requirements

9. Prices and Payment: Pricing structure, payment terms, and related financial provisions

10. Intellectual Property: Protection and permitted usage of trademarks and other IP

11. Confidentiality: Protection of confidential information exchanged between parties

12. Limitation of Liability: Limitations on parties' liability and indemnification provisions

13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Minimum Purchase Requirements: Used when supplier requires minimum order quantities or values

2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required

3. Training Requirements: Necessary when product complexity requires specific training obligations

4. Post-Termination Obligations: Include detailed post-termination requirements for complex relationships

5. Non-Compete Provisions: Used when restricting distributor from handling competing products

6. Performance Targets: Include when setting specific sales targets or KPIs

7. Sub-Distribution Rights: Used when allowing or prohibiting appointment of sub-distributors

8. Product Support and Warranties: Detailed warranty terms when product support is significant

9. Insurance Requirements: Specific insurance obligations beyond standard coverage

10. Data Protection: Include when personal data processing is involved in the distribution relationship

Suggested Schedules

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: Detailed pricing structure, discounts, and payment terms

4. Schedule 4 - Minimum Purchase Requirements: Specific quantities or values for minimum purchases if applicable

5. Schedule 5 - Performance Targets: Detailed KPIs and sales targets if applicable

6. Schedule 6 - Technical Specifications: Product specifications and technical requirements

7. Schedule 7 - Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























Clauses






























Relevant Industries

Consumer Goods

Electronics

Food and Beverage

Pharmaceuticals

Automotive

Fashion and Apparel

Industrial Equipment

Software and Technology

Medical Devices

Cosmetics and Personal Care

Sporting Goods

Home and Garden Products

Relevant Teams

Legal

Commercial

Sales

Business Development

Supply Chain

Operations

Procurement

Distribution

Contract Management

Relevant Roles

Commercial Director

Sales Manager

Business Development Manager

Supply Chain Manager

Legal Counsel

Procurement Manager

Operations Director

Distribution Manager

Regional Sales Director

Contract Manager

Chief Commercial Officer

General Manager

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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