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Exclusive Dealing Contract Template for New Zealand

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Key Requirements PROMPT example:

Exclusive Dealing Contract

"I need an Exclusive Dealing Contract for appointing a sole distributor of medical devices in New Zealand's South Island, with specific performance targets and compliance with healthcare regulations, starting from March 2025."

Document background
The Exclusive Dealing Contract serves as a crucial legal instrument in New Zealand business relationships where one party grants another exclusive rights to distribute, sell, or deal in specific products or services within a defined territory. This document is essential when businesses seek to establish controlled distribution channels, maintain brand consistency, or develop focused market penetration strategies. The agreement must carefully balance commercial objectives with compliance requirements under New Zealand law, particularly the Commerce Act 1986 and Fair Trading Act 1986. It typically includes comprehensive provisions covering exclusivity scope, performance requirements, territory definitions, and termination conditions. The document is particularly valuable for businesses entering new markets, launching premium products, or establishing strategic distribution partnerships in New Zealand.
Suggested Sections

1. Parties: Identification of the supplier and the exclusive dealer/distributor, including full legal names and registered addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the exclusive dealing arrangement

3. Definitions and Interpretation: Key terms used throughout the agreement, including territory, products/services, and exclusivity parameters

4. Grant of Exclusive Rights: Clear statement of the exclusive rights being granted, including territorial scope and subject matter

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

6. Obligations of Supplier: Supplier's commitments, including supply terms, quality standards, and support provisions

7. Obligations of Dealer: Dealer's commitments, including minimum purchase requirements, performance standards, and market development obligations

8. Pricing and Payment Terms: Price determination, payment schedules, and related financial terms

9. Territory and Market Restrictions: Detailed definition of geographical boundaries and market limitations

10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP during the agreement

11. Confidentiality: Protection of confidential information exchanged during the relationship

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. Post-Termination Obligations: Obligations and restrictions that survive termination

14. Governing Law and Dispute Resolution: New Zealand law application and dispute resolution procedures

Optional Sections

1. Marketing and Promotion: Specific requirements for marketing activities and brand promotion, used when the dealer has significant marketing responsibilities

2. Training Requirements: Details of required training programs, included when technical products or services require specific expertise

3. Performance Targets: Specific sales targets and performance metrics, used when the agreement is performance-based

4. Sub-Dealers: Rights and restrictions regarding appointment of sub-dealers, included when sub-dealing is permitted

5. Insurance Requirements: Specific insurance obligations, included for high-value or high-risk products

6. Competition Compliance: Detailed compliance provisions with NZ competition laws, included for arrangements with significant market impact

7. Change of Control: Provisions dealing with ownership changes, included for long-term strategic relationships

8. Force Majeure: Provisions for unforeseen circumstances, included when supply chain or external factors pose significant risks

Suggested Schedules

1. Schedule 1: Products/Services: Detailed list and specifications of products or services covered by the agreement

2. Schedule 2: Territory Map: Detailed mapping and description of the exclusive territory

3. Schedule 3: Pricing Schedule: Detailed pricing structures, discounts, and commission arrangements

4. Schedule 4: Performance Metrics: Detailed performance targets and measurement criteria

5. Schedule 5: Technical Requirements: Technical specifications and standards to be maintained

6. Schedule 6: Approved Marketing Materials: Pre-approved marketing materials and guidelines

7. Appendix A: Compliance Checklist: Checklist ensuring compliance with NZ competition laws

8. Appendix B: Reporting Templates: Standard templates for required performance and sales reporting

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

Manufacturing

Retail

Consumer Goods

Technology

Automotive

Pharmaceuticals

Industrial Equipment

Luxury Goods

Food and Beverage

Electronics

Construction Materials

Medical Devices

Software and IT

Fashion and Apparel

Agricultural Products

Relevant Teams

Legal

Commercial

Sales

Distribution

Business Development

Supply Chain

Procurement

Compliance

Operations

Channel Management

Contract Administration

Relevant Roles

Commercial Director

Head of Distribution

Legal Counsel

Business Development Manager

Sales Director

Supply Chain Manager

Channel Manager

Procurement Manager

Contracts Manager

Chief Commercial Officer

Regional Sales Manager

Territory Manager

Distribution Network Manager

Compliance Officer

General Counsel

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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