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Intercompany Distribution Agreement Template for India

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Key Requirements PROMPT example:

Intercompany Distribution Agreement

"Need an Intercompany Distribution Agreement for our Indian subsidiary to distribute our pharmaceutical products across North India, with exclusive rights and strict quality control requirements, planned to commence from March 2025."

Document background
The Intercompany Distribution Agreement is essential for corporate groups operating in India that wish to formalize their internal distribution arrangements. This document is typically used when a company within a group wants to appoint another group company as a distributor of its products in a specific territory. It addresses unique aspects of related-party transactions, including transfer pricing compliance, tax considerations, and regulatory requirements under Indian law. The agreement includes detailed provisions for product supply, territorial rights, pricing mechanisms, and operational procedures, while considering the special relationship between the parties as members of the same corporate group. This document is particularly important for demonstrating arm's length transactions to tax authorities and ensuring compliance with Indian corporate and commercial laws.
Suggested Sections

1. Parties: Identification and details of the companies entering into the distribution agreement

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Territory: Scope of distributor appointment and defined geographic territory

5. Term and Renewal: Duration of the agreement and renewal provisions

6. Distribution Rights: Nature of distribution rights (exclusive/non-exclusive) and any restrictions

7. Orders and Delivery: Process for placing orders and delivery terms

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

9. Obligations of Supplier: Supplier's responsibilities including product supply and support

10. Obligations of Distributor: Distributor's responsibilities including marketing and sales efforts

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

12. Confidentiality: Protection of confidential information and trade secrets

13. Representations and Warranties: Standard warranties and representations by both parties

14. Termination: Grounds and process for agreement termination

15. Post-Termination Obligations: Parties' obligations after agreement termination

16. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution

17. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Minimum Purchase Requirements: Include when specific sales targets or minimum order quantities are required

2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising arrangements exist

3. Training and Support: Include when supplier provides specialized training or technical support

4. Product Customization: Include when products need to be customized for local market

5. Sub-distributors: Include when appointment of sub-distributors is permitted

6. Competition Restrictions: Include when non-compete or similar restrictions are required

7. Insurance Requirements: Include when specific insurance coverage is mandatory

8. Compliance with Foreign Exchange Laws: Include for cross-border distribution arrangements

9. Data Protection: Include when personal data processing is involved

Suggested Schedules

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

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

3. Schedule 3 - Prices and Discount Structure: Detailed pricing information and applicable discounts

4. Schedule 4 - Minimum Purchase Commitments: Specific targets and requirements if applicable

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 using supplier's trademarks and branding

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

9. Appendix B - Quality Control Requirements: Quality standards and testing procedures

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

Manufacturing

Consumer Goods

Pharmaceuticals

Electronics

Automotive

Food and Beverage

Industrial Products

Technology

Chemicals

Retail

Healthcare

Telecommunications

Relevant Teams

Legal

Commercial

Supply Chain

Finance

Operations

Business Development

Compliance

Tax

Distribution

Procurement

Sales

Corporate Affairs

Relevant Roles

Legal Counsel

Commercial Director

Supply Chain Manager

Chief Financial Officer

Operations Director

Business Development Manager

Compliance Officer

Tax Manager

Distribution Manager

Corporate Counsel

Procurement Manager

Sales Director

General Manager

Managing Director

Contract 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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