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Sub Distribution Agreement Template for Malaysia

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Key Requirements PROMPT example:

Sub Distribution Agreement

"I need a Sub Distribution Agreement for appointing an exclusive sub-distributor in East Malaysia for our medical devices, with specific requirements for cold chain storage and minimum quarterly purchase commitments of RM 500,000."

Document background
The Sub Distribution Agreement is essential for businesses operating distribution networks in Malaysia where a main distributor wishes to expand their reach through appointed sub-distributors. This document is particularly relevant when companies need to establish a multi-tiered distribution structure while maintaining control over product distribution and brand integrity. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950, Competition Act 2010, and relevant industry-specific regulations. It typically includes detailed provisions on territorial rights, performance obligations, product handling, pricing structures, and compliance requirements. This type of agreement is commonly used in various industries where products need to reach multiple market segments through organized distribution channels.
Suggested Sections

1. Parties: Identification of the main distributor and sub-distributor, including registration details and addresses

2. Background: Context of the agreement, including reference to the main distribution agreement and authority to appoint sub-distributors

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

4. Appointment and Territory: Scope of sub-distributor appointment, territorial limitations, and exclusivity/non-exclusivity provisions

5. Term: Duration of the agreement, including commencement date and renewal provisions

6. Sub-Distributor Obligations: Core responsibilities including sales targets, marketing, storage, handling, reporting requirements

7. Main Distributor Obligations: Support, training, product supply, and other obligations of the main distributor

8. Product Orders and Delivery: Ordering process, delivery terms, acceptance procedures

9. Prices and Payment: Pricing structure, payment terms, currency, and invoicing requirements

10. Intellectual Property Rights: Usage rights for trademarks, branding guidelines, and IP protection measures

11. Confidentiality: Protection of confidential information and trade secrets

12. Compliance: Regulatory compliance, permits, licenses, and adherence to laws

13. Termination: Termination grounds, notice periods, and consequences of termination

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Performance Guarantees: Used when specific performance bonds or bank guarantees are required

2. Marketing and Promotion: Detailed section when specific marketing obligations and standards are crucial

3. Product Training: Include when products require specialized knowledge or technical training

4. Insurance: Detailed insurance requirements when dealing with high-value or sensitive products

5. Data Protection: Required when personal data processing is involved in the distribution activities

6. Import/Export: Include for international aspects of distribution

7. Anti-Corruption: Detailed provisions when dealing with government contacts or high-risk territories

8. Non-Competition: Optional restrictions on competing activities during and after the agreement

9. Minimum Purchase Requirements: Include when specific volume commitments are required

Suggested Schedules

1. Products: List of products covered by the sub-distribution agreement

2. Territory: Detailed description of geographical areas and any exclusions

3. Price List: Current prices and discount structures

4. Performance Targets: Specific sales targets and KPIs

5. Technical Requirements: Product storage, handling, and maintenance requirements

6. Service Level Requirements: Minimum service standards and response times

7. Marketing Guidelines: Branding and marketing requirements

8. Reporting Templates: Standard forms for regular reporting

9. Main Distribution Agreement Extract: Relevant provisions from the main distribution agreement that affect the sub-distributor

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

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Technology

Healthcare

Construction Materials

Telecommunications

Fashion and Apparel

Agricultural Products

Relevant Teams

Legal

Commercial

Sales

Operations

Supply Chain

Compliance

Business Development

Distribution

Finance

Risk Management

Relevant Roles

Commercial Director

Sales Manager

Distribution Manager

Legal Counsel

Business Development Manager

Operations Manager

Supply Chain Manager

Compliance Officer

Contract Manager

Regional Sales Director

Channel Manager

Chief Commercial Officer

General Manager

Procurement 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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