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Non Exclusive Distribution Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Non Exclusive Distribution Agreement

"I need a Non-Exclusive Distribution Agreement under Hong Kong law for my technology company to appoint multiple distributors in mainland China for our software products, with specific provisions for data protection and source code protection, to be effective from March 2025."

Document background
The Non-Exclusive Distribution Agreement is a crucial commercial document used when a supplier or manufacturer wants to establish a distribution channel while maintaining flexibility to appoint multiple distributors. This agreement type is particularly well-suited to Hong Kong's dynamic trading environment and is structured to comply with local commercial laws. It's commonly used when entering new markets or expanding distribution networks, especially in situations where exclusive arrangements might be commercially limiting or raise competition law concerns. The agreement typically covers essential elements such as territory definition, ordering processes, pricing structures, performance expectations, and intellectual property rights, while explicitly preserving the supplier's right to engage other distributors. This document type is especially relevant for companies operating in Hong Kong's role as a major trading hub for Asia-Pacific markets.
Suggested Sections

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

2. Background: Context of the agreement, including brief description of the business relationship and purpose

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

4. Appointment and Scope: Terms of non-exclusive appointment, territory definition, and scope of distribution rights

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Orders and Supply: Process for ordering, minimum purchase requirements, and delivery terms

7. Prices and Payment: Pricing structure, payment terms, and currency specifications

8. Obligations of the Supplier: Supplier's commitments regarding product supply, support, and training

9. Obligations of the Distributor: Distributor's commitments regarding marketing, sales efforts, and reporting

10. Intellectual Property Rights: Usage rights and restrictions regarding trademarks, patents, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Product warranties, representations, and indemnification provisions

13. Termination: Grounds for termination, notice requirements, and consequences

14. Post-Termination Obligations: Obligations surviving termination and wrap-up procedures

15. General Provisions: Standard clauses including governing law, notices, and entire agreement

Optional Sections

1. Marketing and Promotion: Specific requirements for marketing activities and promotional materials, included when detailed marketing obligations are needed

2. Quality Control: Standards for product handling and storage, needed for sensitive or regulated products

3. Training Requirements: Specific training obligations for distributor's staff, included for technical or complex products

4. After-Sales Service: Requirements for post-sale support and maintenance, relevant for technical products

5. Insurance: Specific insurance requirements, included when significant liability risks exist

6. Data Protection: Specific provisions for handling customer data, needed when personal data processing is involved

7. Anti-Corruption Compliance: Detailed compliance requirements, particularly important for international distribution

8. Force Majeure: Specific provisions for handling unforeseen events, important in long-term or international agreements

9. Non-Compete: Restrictions on competing activities, included when competitive protection is required

10. Export Control: Specific provisions for export compliance, needed for international distribution

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

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

3. Schedule 3 - Minimum Purchase Requirements: Specific targets and quotas for product purchases

4. Schedule 4 - Price List: Detailed pricing structure, discounts, and payment terms

5. Schedule 5 - Technical Requirements: Technical specifications and quality standards for product handling

6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding

7. Schedule 7 - Reporting Requirements: Templates and timing for required business reports

8. Appendix A - Standard Operating Procedures: Detailed operational procedures for ordering and delivery

9. Appendix B - Service Level Agreement: Performance metrics and service standards

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

Consumer Goods

Electronics

Pharmaceuticals

Automotive

Food and Beverage

Industrial Equipment

Technology

Fashion and Apparel

Medical Devices

Construction Materials

Cosmetics and Personal Care

Telecommunications

Software

Machinery and Tools

Chemical Products

Relevant Teams

Legal

Commercial

Sales

Distribution

Supply Chain

Operations

Business Development

Procurement

Compliance

Finance

International Trade

Relevant Roles

Commercial Director

Sales Manager

Distribution Manager

Business Development Manager

Legal Counsel

Supply Chain Manager

Operations Director

Chief Commercial Officer

Regional Sales Director

Procurement Manager

Contract Manager

Trade Compliance Officer

Channel Manager

General Manager

Chief Executive Officer

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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