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Master Distributor Agreement Template for Austria

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Key Requirements PROMPT example:

Master Distributor Agreement

"I need a Master Distributor Agreement under Austrian law for my medical devices company, granting exclusive distribution rights in Austria and Germany to a single distributor, with strict quality control requirements and compliance with EU medical device regulations."

Document background
The Master Distributor Agreement is a crucial document used when a manufacturer or supplier wishes to establish a primary distribution channel in a specific territory through a master distributor who may have rights to appoint sub-distributors. This agreement, governed by Austrian law, is particularly important for businesses expanding their distribution networks within Austria or using Austria as a hub for European distribution. The agreement comprehensively covers commercial terms, compliance with Austrian and EU regulations, territorial rights, pricing structures, and operational requirements. It's commonly used in situations where centralized distribution control is desired, and the manufacturer wants to maintain quality standards while delegating regional distribution responsibilities. The document must comply with Austrian commercial law (UGB), civil code (ABGB), and EU competition regulations, particularly regarding vertical agreements and territorial restrictions.
Suggested Sections

1. Parties: Identification of the contracting parties - the supplier/manufacturer and the master distributor

2. Background: Context of the agreement, relationship background, and general commercial intent

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

4. Appointment and Territory: Scope of distributor appointment, territorial rights, and exclusivity provisions

5. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

6. Distributor Obligations: Core obligations including minimum purchase requirements, marketing efforts, and performance standards

7. Supplier Obligations: Supply commitments, support, training, and other manufacturer obligations

8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

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

10. Intellectual Property Rights: License to use trademarks, protection of IP, and usage restrictions

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Competition restrictions during and after the agreement term

13. Warranties and Indemnities: Product warranties, mutual indemnifications, and liability provisions

14. Force Majeure: Provisions for dealing with events beyond parties' control

15. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction for dispute resolution

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Sub-Distributors: Include when the master distributor has right to appoint sub-distributors

2. E-commerce Provisions: Include for online sales channels and platform requirements

3. Data Protection: Include detailed GDPR compliance when personal data processing is significant

4. Import/Export Controls: Include for cross-border distribution outside the EU

5. Quality Control: Include for products requiring specific storage or handling requirements

6. After-Sales Service: Include for products requiring significant maintenance or support

7. Marketing Contribution: Include when supplier provides marketing support or cost-sharing

8. Training Requirements: Include for technically complex products requiring regular training

9. Insurance Requirements: Include detailed insurance provisions for high-value or high-risk products

10. Compliance with Anti-Corruption Laws: Include detailed compliance provisions for regulated industries or public sector sales

Suggested Schedules

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

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

3. Schedule 3 - Minimum Purchase Requirements: Annual/quarterly minimum purchase quantities or values

4. Schedule 4 - Prices and Discount Structure: Price lists, discount schemes, and pricing adjustment mechanisms

5. Schedule 5 - Technical Requirements: Product storage, handling, and technical specifications

6. Schedule 6 - Reporting Requirements: Forms and templates for regular reporting

7. Schedule 7 - Service Level Agreement: Performance metrics and service level requirements

8. Schedule 8 - Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks

9. Appendix A - Standard Operating Procedures: Detailed operational procedures and processes

10. Appendix B - Quality Control Standards: Quality assurance requirements and procedures

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

Automotive

Electronics

Pharmaceuticals

Consumer Goods

Industrial Equipment

Technology

Medical Devices

Chemical Products

Machinery

Food and Beverage

Luxury Goods

Construction Materials

Software and IT

Relevant Teams

Legal

Sales

Commercial

Supply Chain

Operations

Finance

Compliance

Business Development

Distribution

Logistics

Product Management

Channel Management

Relevant Roles

Chief Commercial Officer

Sales Director

Distribution Manager

Legal Counsel

Commercial Director

Supply Chain Manager

Business Development Manager

Operations Director

Compliance Officer

Contract Manager

Chief Financial Officer

Regional Sales Manager

Product Manager

Logistics Manager

Channel Partner 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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