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The Exclusive Distribution Agreement is a crucial commercial contract used when a manufacturer or supplier wishes to grant exclusive rights to a distributor to sell their products within a specific territory in Germany or broader regions. This document is particularly important for businesses seeking to establish a strong market presence through dedicated distribution channels while maintaining control over their product distribution. The agreement must comply with German legal requirements, including the German Commercial Code (HGB) and Civil Code (BGB), as well as EU competition laws. It typically includes detailed provisions on exclusivity rights, minimum purchase requirements, performance targets, territory definitions, and termination rights. This type of agreement is commonly used in various industries where controlled distribution and brand protection are essential, such as automotive, pharmaceuticals, or luxury goods.

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

2. Background: Context of the agreement, including brief description of the parties' businesses and their intention to enter into an exclusive distribution arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and Intellectual Property Rights

4. Appointment and Territory: Grant of exclusive distribution rights and detailed definition of the geographical territory

5. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

6. Distributor's Rights and Obligations: Core responsibilities including minimum purchase requirements, marketing obligations, and reporting requirements

7. Supplier's Rights and Obligations: Obligations regarding product supply, support, and training

8. Prices and Payment Terms: Pricing structure, payment terms, and price adjustment mechanisms

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

10. Non-Competition and Exclusivity: Scope of exclusivity and non-competition obligations, ensuring compliance with EU competition law

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Product warranties, mutual indemnifications, and liability limitations

13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment