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Master Distributor Agreement

Master Distributor Agreement Template for Germany

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Key Requirements PROMPT example:

Master Distributor Agreement

"I need a Master Distributor Agreement for my German medical devices company to appoint an exclusive distributor in Austria and Switzerland, with strict compliance requirements for healthcare regulations and the ability to appoint sub-distributors starting March 2025."

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Document background
The Master Distributor Agreement is a crucial commercial contract used when a manufacturer or supplier wishes to establish a primary distribution channel in specific territories through a master distributor. This document, governed by German law, provides the legal and commercial framework for the relationship, addressing essential elements such as product supply, territorial rights, pricing structures, and service obligations. It is particularly relevant when the supplier wants to maintain control over their distribution network while delegating regional distribution responsibilities to a capable partner. The agreement must comply with German commercial law (HGB), civil law (BGB), and EU competition regulations, particularly regarding vertical agreements. The Master Distributor Agreement typically includes provisions for potential sub-distributor appointments and contains detailed schedules for products, pricing, and operational procedures.
Suggested Sections

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

2. Background: Context of the agreement, brief description of the parties' businesses, and general intent of the distribution relationship

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and other important concepts

4. Appointment and Scope: Terms of distributor appointment, territory definition, and nature of the distribution rights (exclusive/non-exclusive)

5. Distributor Obligations: Core responsibilities of the distributor including sales targets, marketing requirements, and customer service standards

6. Supplier Obligations: Core responsibilities of the supplier including product supply, support, and training obligations

7. Ordering and Delivery: Process for ordering products, delivery terms, and acceptance procedures

8. Prices and Payment: Pricing structure, payment terms, and invoicing procedures

9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal provisions, and termination rights

12. Post-Termination: Obligations and rights of parties after termination

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

1. Minimum Purchase Requirements: Used when specific purchase quotas or targets are required

2. Marketing and Promotion: Detailed marketing obligations when specific promotional activities are required

3. Training Requirements: When product complexity requires specific training programs

4. Non-Compete Obligations: Used in exclusive distribution arrangements, subject to competition law compliance

5. Warranty and After-Sales Service: When distributor is responsible for warranty services

6. Insurance Requirements: When specific insurance coverage is required

7. Data Protection: Detailed GDPR compliance provisions when personal data processing is significant

8. Export Control: When products are subject to export control regulations

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement

2. Schedule 2 - Territory: Detailed definition of geographic territory and any excluded areas

3. Schedule 3 - Prices and Commercial Terms: Price lists, discount structures, and commercial terms

4. Schedule 4 - Minimum Purchase Quantities: Annual or quarterly minimum purchase requirements

5. Schedule 5 - Technical Specifications: Product specifications and technical requirements

6. Schedule 6 - Service Level Requirements: Detailed service levels and performance metrics

7. Schedule 7 - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks and branding

8. Appendix A - Standard Operating Procedures: Detailed procedures for ordering, returns, and warranty claims

9. Appendix B - Reporting Templates: Standard forms for sales reports and forecasts

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
















































Clauses









































Relevant Industries

Manufacturing

Consumer Goods

Technology and Software

Automotive

Industrial Equipment

Electronics

Pharmaceuticals

Medical Devices

Chemicals

Food and Beverage

Retail

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Business Development

Supply Chain

Operations

Compliance

Finance

International Trade

Distribution

Relevant Roles

Commercial Director

Sales Director

Chief Commercial Officer

Business Development Manager

Legal Counsel

Contracts Manager

Distribution Manager

Channel Manager

Supply Chain Manager

Chief Executive Officer

Managing Director

Operations Director

Compliance Officer

International Sales Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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