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Exclusive Sales Agreement Template for England and Wales

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Key Requirements PROMPT example:

Exclusive Sales Agreement

"I need an Exclusive Sales Agreement for my company to appoint a distributor in Northern England for our range of organic skincare products, with minimum purchase requirements of £50,000 per quarter and a three-year initial term starting from January 2025."

Document background
The Exclusive Sales Agreement is essential for businesses seeking to establish controlled distribution channels in specific territories. This contract type is commonly used when a supplier wishes to maintain tight control over how their products are sold and distributed while providing a distributor with protected territory rights. Under English and Welsh law, the agreement must carefully balance exclusivity provisions with competition law requirements. It typically includes detailed terms covering product specifications, pricing structures, performance metrics, and territorial boundaries.
Suggested Sections

1. Parties: Identifies and defines the contracting parties

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Defines the exclusive nature of the appointment and geographical scope

5. Term and Termination: Duration of agreement and termination provisions

6. Obligations of the Supplier: Details supplier's responsibilities and commitments

7. Obligations of the Distributor: Details distributor's responsibilities and commitments

8. Pricing and Payment Terms: Pricing structure, payment terms and conditions

9. Intellectual Property Rights: Protection and usage of IP

10. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution forum

Optional Sections

1. Non-Compete Provisions: Restrictions on competing activities - use when protecting market position is crucial

2. Minimum Purchase Requirements: Specified minimum order quantities - use when supplier requires volume commitments

3. Marketing Obligations: Specific marketing requirements and commitments - use when brand promotion is important

4. Training Requirements: Staff training obligations - use for technical or complex products

Suggested Schedules

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

2. Territory Schedule: Detailed definition of geographical territory

3. Price List: Current pricing structure and terms

4. Performance Targets: Specific sales targets and performance metrics

5. Technical Specifications: Product specifications and technical requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions







































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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Sale of Goods Act 1979: Primary legislation governing contracts for sale of goods, defining rights and obligations of buyers and sellers, including quality standards, fitness for purpose, and transfer of title

Supply of Goods and Services Act 1982: Legislation applicable when agreement includes service components, establishing standards for service provision

Competition Act 1998: Regulates anti-competitive agreements and exclusive dealing arrangements, ensuring compliance with competition law restrictions

Consumer Rights Act 2015: Defines mandatory consumer protection requirements when end customers are consumers

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third-party rights are handled under the contract

EU Retained Law - VABER: Retained EU competition law principles post-Brexit, including Vertical Agreements Block Exemption Regulation

Common Law Principles: Fundamental legal principles covering contract formation, consideration, intention to create legal relations, and capacity to contract

European Union (Withdrawal) Act 2018: Legislation governing the impact on cross-border sales and retained EU law post-Brexit

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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