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Intercompany Distribution Agreement
I need an Intercompany Distribution Agreement for our Danish parent company to appoint our German subsidiary as the exclusive distributor of our industrial machinery products in Germany, Austria, and Switzerland, with the agreement to commence from March 1, 2025.
1. Parties: Identification of the group companies entering into the agreement as supplier and distributor
2. Background: Context of the distribution arrangement within the group structure and business objectives
3. Definitions: Key terms used throughout the agreement, including Products, Territory, and group-specific terminology
4. Appointment and Territory: Scope of distributor appointment and territorial rights, including any exclusivity provisions
5. Supplier Obligations: Core obligations of the supplier including product supply, support, and training
6. Distributor Obligations: Core obligations of the distributor including marketing, sales efforts, and reporting
7. Ordering and Supply: Process for ordering products, forecasting, and supply chain management
8. Prices and Payment: Pricing mechanism, payment terms, and transfer pricing considerations
9. Intellectual Property: Rights and restrictions regarding use of group IP and branding
10. Confidentiality: Protection of confidential information, aligned with group policies
11. Term and Termination: Duration of the agreement and termination provisions
12. Post-Termination: Obligations and rights after agreement termination
13. General Provisions: Standard boilerplate clauses adapted for intra-group context
1. Minimum Purchase Requirements: Include when specific volume commitments are required for business planning or tax purposes
2. Quality Control: Include for regulated products or when specific quality standards must be maintained
3. Technical Support: Include for technical products requiring ongoing support and maintenance
4. Local Regulatory Compliance: Include when products require specific regulatory compliance in the territory
5. Sub-distributors: Include if the distributor may appoint sub-distributors
6. Group Services: Include when shared services are provided through group arrangements
7. Data Protection: Include when personal data processing is involved in the distribution activities
8. Insurance: Include when separate insurance coverage is required despite group policies
9. Anti-corruption: Include for territories with high corruption risk or specific compliance requirements
1. Products Schedule: Detailed list of products covered by the agreement
2. Territory Schedule: Detailed definition of territorial scope and any restrictions
3. Price List: Current prices and transfer pricing methodology
4. Service Levels: Specific performance metrics and service standards
5. Group IP Guidelines: Guidelines for use of group intellectual property
6. Reporting Templates: Standard forms for required business reporting
7. Technical Specifications: Product technical details and requirements
8. Compliance Requirements: Group and local compliance requirements
9. Operating Procedures: Standard operating procedures for distribution activities
Authors
Manufacturing
Consumer Goods
Pharmaceuticals
Technology
Automotive
Industrial Equipment
Electronics
Food and Beverage
Chemical Products
Medical Devices
Retail
Software and Digital Products
Machinery and Equipment
Legal
Commercial
Supply Chain
Finance
Operations
Compliance
Tax
Sales
Business Development
Distribution
International Trade
Corporate Governance
Risk Management
Legal Counsel
Commercial Director
Supply Chain Manager
Chief Financial Officer
Head of Distribution
Compliance Officer
Tax Director
Operations Manager
Sales Director
General Manager
Group Commercial Manager
Transfer Pricing Manager
Business Development Director
Regional Manager
Managing Director
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