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Agency And Distribution Agreement Template for Austria

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Key Requirements PROMPT example:

Agency And Distribution Agreement

"Need to draft an Agency and Distribution Agreement for our Austrian machinery company to appoint an exclusive distributor in Germany and Switzerland, with minimum purchase requirements of 鈧2M annually and a 5-year term starting January 2025."

Document background
The Agency And Distribution Agreement is a crucial commercial contract used when a business (principal/supplier) wishes to expand its market presence in specific territories through appointed agents or distributors. This agreement, governed by Austrian law, combines both agency and distribution elements, making it particularly versatile for businesses seeking flexible commercial relationships. It must comply with the Austrian Commercial Agency Act (Handelsvertretergesetz), the Austrian Commercial Code (UGB), and relevant EU regulations, particularly regarding competition law and territorial restrictions. The document is essential for businesses expanding their distribution networks, setting up new sales channels, or restructuring existing commercial relationships in Austria or cross-border operations from Austria. It covers all crucial aspects from appointment and territory rights to commission structures, performance obligations, and termination provisions, while ensuring compliance with mandatory Austrian legal requirements for commercial agency relationships.
Suggested Sections

1. Parties: Identification of the principal/supplier and agent/distributor, including full legal names and registered addresses

2. Background: Context of the agreement, nature of the parties' businesses, and intention to enter into agency/distribution relationship

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including territory, products, and customer categories

4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, territory definition, and relationship status

5. Rights and Obligations of Agent/Distributor: Core duties, sales targets, marketing obligations, reporting requirements, and compliance obligations

6. Rights and Obligations of Principal/Supplier: Support obligations, supply commitments, training provisions, and information duties

7. Financial Terms: Commission/margin structure, payment terms, currency, and calculation methods

8. Intellectual Property Rights: License of trademarks, usage rules, and IP protection obligations

9. Confidentiality: Protection of confidential information and trade secrets

10. Term and Termination: Duration, renewal provisions, termination grounds, and notice requirements as per Austrian law

11. Post-Termination: Compensation claims, return of materials, and ongoing obligations

12. General Provisions: Standard boilerplate clauses, governing law, jurisdiction, and entire agreement provisions

Optional Sections

1. Minimum Purchase Requirements: Used in distribution agreements when specific purchase volumes are required

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

3. Product Training: When technical products require specific training programs

4. Non-Competition: Post-termination restrictions, subject to EU competition law limitations

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

6. Stock Requirements: For distribution agreements requiring minimum stock levels

7. After-Sales Service: When product service and support are required from distributor

8. Insurance: Detailed insurance requirements for high-value or high-risk products

9. Compliance with Laws: Detailed compliance section for regulated products or markets

10. Force Majeure: Detailed provisions for handling disruptions, particularly relevant for long-term relationships

Suggested Schedules

1. Products Schedule: List of products covered by the agreement with specifications

2. Territory Schedule: Detailed description of geographical territory and any excluded areas

3. Commission Structure: Detailed commission calculations, rates, and examples

4. Performance Targets: Specific sales targets and performance metrics

5. Technical Requirements: Technical specifications and standards for product handling

6. Trademark Usage Guidelines: Specific rules for use of principal's trademarks and branding

7. Reporting Templates: Standard forms for regular reporting requirements

8. Service Level Agreement: Detailed service standards and response times

9. Pricing Schedule: Price lists and discount structures

10. Customer Categories: Definition of customer segments and any restricted customers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Manufacturing

Consumer Goods

Industrial Products

Technology and Software

Automotive

Pharmaceuticals

Electronics

Food and Beverage

Machinery and Equipment

Chemical Products

Luxury Goods

Medical Devices

Construction Materials

Telecommunications

Agricultural Products

Relevant Teams

Legal

Commercial

Sales

Business Development

International Operations

Supply Chain

Distribution

Channel Management

Compliance

Contract Administration

Export

Corporate Development

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contracts Manager

Distribution Manager

Channel Partner Manager

Chief Commercial Officer

Regional Sales Manager

Export Manager

International Business Manager

Supply Chain Director

Commercial Operations Manager

General Counsel

Sales Operations 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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