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This Distributor Reseller Agreement is designed for use in the Australian market when a supplier wishes to appoint a distributor to market and sell their products. The agreement complies with Australian legislation, including the Competition and Consumer Act 2010 and related regulations. It is particularly suitable for businesses expanding their distribution network or formalizing existing distribution arrangements. The document comprehensively covers commercial terms, operational procedures, and legal safeguards, ensuring both parties understand their rights and obligations. It includes specific provisions for territory management, pricing structures, performance metrics, and brand protection, while addressing Australian-specific legal requirements for distribution arrangements.

1. Parties: Identifies and provides full legal details of the contracting parties

2. Background: Sets out the context of the agreement and basic premises of the business relationship

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Establishes the distributor's appointment, rights, and designated territory

5. Term and Renewal: Specifies the initial term, renewal conditions, and termination notice periods

6. Distribution Rights and Limitations: Details the scope of distribution rights, exclusivity terms, and any restrictions

7. Ordering and Delivery: Outlines the process for ordering products and delivery arrangements

8. Prices and Payment: Specifies pricing structure, payment terms, and invoicing procedures

9. Minimum Purchase Requirements: Sets out any minimum order quantities or revenue targets

10. Marketing and Promotion: Defines marketing obligations and usage of supplier's branding

11. Training and Support: Details the supplier's obligations for product training and ongoing support

12. Intellectual Property Rights: Addresses IP ownership, licensing, and usage rights

13. Confidentiality: Protects confidential information exchanged between parties

14. Warranties and Indemnities: Sets out product warranties and mutual indemnification obligations

15. Termination: Specifies termination rights, causes, and consequences

16. Post-Termination Obligations: Defines obligations and restrictions after agreement ends

17. General Provisions: Contains standard legal provisions including governing law, notices, and assignment