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Agency And Distribution Agreement Template for Malaysia

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Key Requirements PROMPT example:

Agency And Distribution Agreement

"I need an Agency and Distribution Agreement for my Malaysian technology company to appoint an exclusive distributor for our software products in East Malaysia, with specific performance targets and a 5-year term starting March 1, 2025."

Document background
An Agency And Distribution Agreement is essential for businesses seeking to establish formal commercial relationships for product distribution in Malaysia. This document is typically used when a principal/manufacturer wants to appoint another party to act as their agent and/or distributor in specific Malaysian territories. The agreement needs to comply with Malaysian commercial law, including the Contracts Act 1950 and Competition Act 2010, while addressing key aspects such as territory rights, commission structures, performance targets, and brand protection. It's particularly relevant for international companies entering the Malaysian market or local companies expanding their distribution networks, providing a framework for sustainable business relationships while ensuring legal compliance and risk management.
Suggested Sections

1. Parties: Identification of Principal/Supplier and Agent/Distributor with full legal names and addresses

2. Background: Context of the agreement, business objectives, and relationship overview

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

4. Appointment and Scope: Terms of appointment, exclusivity/non-exclusivity, and territorial scope

5. Rights and Obligations of Principal: Principal's duties, support obligations, and commitments

6. Rights and Obligations of Agent/Distributor: Agent/Distributor's duties, performance requirements, and commitments

7. Financial Terms: Commission structure, pricing, payment terms, and financial obligations

8. Intellectual Property Rights: Usage rights, restrictions, and protection of trademarks and other IP

9. Confidentiality: Protection of confidential information and trade secrets

10. Term and Termination: Duration, renewal provisions, and termination circumstances

11. Post-Termination Obligations: Responsibilities and restrictions after agreement ends

12. Governing Law and Jurisdiction: Application of Malaysian law and dispute resolution mechanisms

Optional Sections

1. Minimum Performance Requirements: Specific sales targets or performance metrics, used when the principal wants to ensure minimum performance levels

2. Marketing and Promotion: Specific marketing obligations and cost sharing, relevant when marketing is a significant aspect of the relationship

3. Training and Support: Details of training programs and ongoing support, important for technical or complex products

4. Insurance Requirements: Specific insurance obligations, necessary for high-value or high-risk products

5. Non-Competition: Restrictions on competing activities, used when protecting market share is crucial

6. Data Protection: Specific data handling requirements, necessary when personal data processing is involved

7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements

8. Anti-Corruption Compliance: Specific anti-corruption provisions, important for international relationships

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description of geographical territory and any exclusions

3. Schedule 3 - Commission Structure: Detailed commission calculations and payment terms

4. Schedule 4 - Performance Targets: Specific sales targets and performance metrics

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

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

7. Schedule 7 - Reporting Templates: Standard forms for regular reporting requirements

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






























Clauses






























Relevant Industries

Consumer Goods

Electronics and Technology

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Fashion and Apparel

Construction Materials

Medical Devices

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Business Development

Compliance

Operations

Supply Chain

Finance

Marketing

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Legal Counsel

Contracts Manager

Distribution Manager

Channel Manager

Country Manager

Chief Commercial Officer

Compliance Officer

Sales Operations Manager

Regional 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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