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The Master Distributor Agreement is essential for businesses looking to establish a structured distribution network in Belgium and potentially broader European markets. This agreement type is particularly relevant when a supplier wants to work with a primary distributor who will manage local distribution channels and potentially appoint sub-distributors. The document must comply with Belgian distribution law, which provides specific protections for distributors, including regulations on notice periods and termination compensation. The Master Distributor Agreement typically includes detailed provisions on territorial rights, performance targets, pricing structures, and operational procedures. It's crucial for businesses expanding their distribution networks while maintaining control over their product distribution and brand representation. The agreement needs to balance Belgian legal requirements with practical commercial considerations, particularly regarding exclusivity arrangements and competition law compliance.

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

2. Background: Context of the agreement, relationship overview, and commercial objectives

3. Definitions and Interpretation: Key terms used throughout the agreement, including Territory, Products, and specific distribution-related terminology

4. Appointment and Scope: Terms of appointment, exclusivity (if any), and territorial scope of the distribution rights

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

6. Distributor Obligations: Core responsibilities including minimum purchase requirements, marketing obligations, and service standards

7. Supplier Obligations: Responsibilities regarding product supply, support, training, and technical assistance

8. Product Orders and Delivery: Ordering process, delivery terms, and logistics arrangements

9. Prices and Payment Terms: Pricing structure, payment conditions, and price adjustment mechanisms

10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP, including restrictions

11. Confidentiality: Protection of confidential information and trade secrets

12. Competition Compliance: Provisions ensuring compliance with EU and Belgian competition laws

13. Sub-distributors: Rules and conditions for appointing sub-distributors

14. Reporting and Audit Rights: Requirements for sales reporting and supplier's audit rights

15. Warranties and Indemnities: Product warranties and mutual indemnification provisions

16. Force Majeure: Events excusing performance and consequences

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