By / bintoromover
Exclusivity Clause In Distribution Agreement
If the annual termination and semi-automatic extension are included in the contract, both parties have the option to leave the contract once a year without proof of reason. Using this methodology, the partnership is kept united by performance and not by a collection of words in the agreement. Experienced partners always prefer performance as a binding force in the partnership. Problems with distribution agreements are often discovered after contracts have been negotiated and signed, even if the agreements have been verified by external corporate consultants or lawyers. How did we get here? Too often, lawyers eliminate incriminating clauses, but are simply not aware of industry standards. They do not understand the problems related to the most frequent agreements. It is good practice to have the agreement verified by both a lawyer and an expert in the sector. If your company lacks an industry expert experienced in distribution agreements, such support should be provided. Verification of a distribution agreement by a lawyer is necessary, but never sufficient to establish an excellent distribution agreement. (a) obligations of confidentiality and non-use. Unless the disclosed party authorizes it in advance in writing, or unless expressly authorized by this Agreement, the receiving party will not use the disclosing party`s confidential information or use third parties for the duration and for a period of [insert number in words] ([insert number]) years later, unless required by law or court order. The receiving party may disclose the confidential information of the disclosed party only to those of its collaborators or contractors who need to know this information. In addition, before disclosing such confidential information to any such personnel or subcontractor, such personnel or contractor shall be informed of the confidentiality of the confidential information and shall establish a confidentiality agreement that contains or is already bound by the terms of this Agreement.
In any event, the receiving party is responsible for any breach of the terms of this Agreement by any of its employees or contractors. The receiving party shall apply the same degree of due diligence in order to avoid disclosure of the disclosing party`s confidential information, such as the receiving party with respect to its own confidential information of the same importance, but not less than a reasonable level of due diligence. This agreement confers an advantage on the distributor by ensuring that there are no competitors in the indicated market. The supplier will often use this type of agreement as an argument to conclude a transaction. CONSIDERING that the supplier wishes to make these products available to the distributor exclusively for distribution in these countries; This Agreement and the annexed hereto (expressly incorporated therein) contain the complete and complete agreement between the Parties concerning the subject matter of this Agreement. it replaces all written proposals, written or other, written or other, concerning its subject matter. All amendments, revisions or additions to this Agreement shall be recorded in writing and signed by plenipotentiary representatives of both Parties. . . .