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Intercompany Distribution Agreement Template for Belgium

A comprehensive agreement governed by Belgian law that establishes and regulates the distribution relationship between two entities within the same corporate group. This document addresses the specific requirements of Belgian distribution law, including mandatory provisions regarding termination notice periods and indemnities, while also incorporating group-specific considerations. It covers key aspects such as appointment terms, territory rights, pricing mechanisms, operational procedures, and compliance with both Belgian and EU competition laws, particularly relevant for intra-group commercial arrangements.

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What is a Intercompany Distribution Agreement?

The Intercompany Distribution Agreement is essential for multinational corporate groups operating in Belgium who wish to structure their internal distribution arrangements effectively. This document is particularly important given Belgium's specific and protective distribution law regime, which applies even to intra-group arrangements. The agreement needs to balance group-wide commercial objectives with local legal requirements, including mandatory notice periods and indemnity provisions under Belgian law. It typically includes detailed provisions on territory rights, product supply, pricing mechanisms, and operational procedures, while ensuring compliance with both Belgian and EU competition laws. This template is designed for situations where one group entity (typically a manufacturer or primary distributor) wishes to appoint another group entity as a distributor in a specific territory, while maintaining group coherence and operational efficiency.

What sections should be included in a Intercompany Distribution Agreement?

1. Parties: Identification of the supplier and distributor entities, including full legal names and registration details

2. Background: Context of the distribution arrangement and relationship between the group companies

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

4. Appointment and Scope: Terms of appointment, territory definition, and nature of distribution rights (exclusive/non-exclusive)

5. Term and Termination: Duration, renewal provisions, and termination rights (compliant with Belgian law requirements)

6. Orders and Delivery: Process for ordering products, delivery terms, and acceptance procedures

7. Prices and Payment: Pricing mechanism, payment terms, and invoicing procedures

8. Obligations of Supplier: Supplier's commitments regarding product supply, support, and information provision

9. Obligations of Distributor: Distributor's commitments regarding marketing, sales efforts, and market development

10. Intellectual Property Rights: Usage rights for trademarks, branding, and other IP in the territory

11. Confidentiality: Protection of confidential information exchanged between parties

12. Governing Law and Jurisdiction: Confirmation of Belgian law application and dispute resolution procedures

What sections are optional to include in a Intercompany Distribution Agreement?

1. Minimum Purchase Requirements: Used when specific purchase targets or commitments are required

2. Marketing and Promotion: Included when specific marketing obligations or cooperative advertising arrangements exist

3. Training Requirements: Required when product complexity necessitates formal training programs

4. Quality Control: Included for products requiring specific quality standards or handling procedures

5. After-Sales Service: Necessary when product requires maintenance or warranty services

6. Non-Competition: Used when restricting distributor from handling competing products

7. Data Protection: Required when personal data processing is involved in the distribution activities

8. Force Majeure: Optional but recommended for managing unforeseeable circumstances

9. Insurance: Included when specific insurance requirements are necessary

10. Compliance with Laws: Detailed compliance obligations beyond standard legal requirements

What schedules should be included in a Intercompany Distribution Agreement?

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

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

3. Schedule 3 - Prices and Payment Terms: Price lists, discount structures, and detailed payment conditions

4. Schedule 4 - Performance Targets: Sales targets and performance metrics if applicable

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

6. Schedule 6 - Service Level Requirements: Detailed service levels and response times

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

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

9. Appendix B - Reporting Templates: Standard forms for regular reporting requirements

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

Jurisdiction

Belgium

Cost

Free to use

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