The Simplified Distribution Contract is designed for businesses seeking to establish a distribution relationship in or from Hong Kong with reduced complexity compared to a comprehensive distribution agreement. It's particularly suitable for SMEs, new business relationships, or product lines that don't require complex distribution arrangements. This contract template incorporates essential elements required under Hong Kong law while maintaining flexibility for various business sectors. It covers key commercial terms, basic legal protections, and core operational requirements while omitting more sophisticated provisions that might be found in a full distribution agreement. The document aligns with Hong Kong's common law system and commercial practices, making it suitable for both domestic and international distribution arrangements where Hong Kong law governs.
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1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names and registered addresses
2. Background: Brief context of the agreement and business relationship
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Appointment and Territory: Scope of distributor appointment and defined territorial limits
5. Products: Description of products covered by the distribution agreement
6. Orders and Delivery: Process for ordering products and delivery terms
7. Prices and Payment: Pricing structure, payment terms, and related conditions
8. Obligations of the Supplier: Key responsibilities of the supplier including product supply and support
9. Obligations of the Distributor: Key responsibilities of the distributor including marketing and sales efforts
10. Intellectual Property: Protection and usage rights of trademarks, logos, and other IP
11. Term and Termination: Duration of agreement and circumstances for termination
12. Confidentiality: Protection of confidential information and trade secrets
13. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Minimum Purchase Requirements: Used when supplier requires minimum order quantities or values
2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required
3. Training and Support: Used when technical products require specific training or ongoing support
4. Non-Competition: Include when restricting distributor from handling competing products
5. Product Warranty: Used when specific warranty terms need to be outlined
6. Export Control: Include for products subject to export control regulations
7. Data Protection: Used when personal data processing is part of the distribution relationship
1. Schedule 1 - Products and Pricing: Detailed list of products and price lists
2. Schedule 2 - Territory: Detailed description or map of the distribution territory
3. Schedule 3 - Minimum Purchase Quantities: Specific targets and minimum order requirements if applicable
4. Schedule 4 - Technical Specifications: Product specifications and technical requirements
5. Schedule 5 - Service Level Agreement: Detailed service levels and support requirements
6. Appendix A - Order Form Template: Standard form for placing orders
7. Appendix B - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding
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