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Non Exclusive Distribution Agreement Template for New Zealand

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Key Requirements PROMPT example:

Non Exclusive Distribution Agreement

"I need a Non-Exclusive Distribution Agreement for my tech company to appoint a distributor in New Zealand for our software products, with specific provisions for product updates and technical support, to commence from January 2025."

Document background
This Non-Exclusive Distribution Agreement template is designed for use in New Zealand business contexts where a supplier wishes to appoint a distributor to sell their products while maintaining the right to appoint other distributors in the same territory. It is particularly useful for businesses expanding their market reach without committing to exclusive arrangements, providing flexibility in distribution strategy while maintaining quality control and brand consistency. The agreement incorporates key requirements under New Zealand law, including compliance with the Commerce Act 1986 and Fair Trading Act 1986, and addresses essential commercial terms such as territory definition, ordering processes, pricing structures, performance expectations, and intellectual property protection. This document type is commonly used when launching new products, entering new markets, or restructuring distribution networks.
Suggested Sections

1. Parties: Identifies and provides full legal details of the supplier and distributor

2. Background: Sets out the context of the agreement, including the supplier's ownership of products and distributor's capability to distribute

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Establishes the non-exclusive appointment and defines the geographical territory for distribution

5. Products: Defines the products covered by the agreement and process for adding/removing products

6. Term and Termination: Specifies the duration of the agreement and grounds for termination

7. Ordering and Supply: Details the process for ordering products, lead times, and delivery terms

8. Prices and Payment: Sets out pricing structure, payment terms, and price revision mechanisms

9. Obligations of Distributor: Lists key responsibilities including marketing, minimum purchase requirements, and reporting

10. Obligations of Supplier: Details supplier's commitments including product supply, support, and training

11. Intellectual Property: Covers usage rights for trademarks, branding, and other IP

12. Confidentiality: Protects confidential information exchanged between parties

13. Liability and Indemnity: Sets out liability limitations and indemnification obligations

14. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law

Optional Sections

1. Marketing and Promotion: Detailed marketing requirements and cost-sharing arrangements - include when specific marketing commitments are required

2. Training Requirements: Specific training obligations for distributor's staff - include when products require technical knowledge

3. Performance Targets: Specific sales targets and consequences - include when minimum performance standards are crucial

4. Customer Support: Customer service and after-sales support requirements - include for technical or complex products

5. Insurance: Specific insurance requirements - include when dealing with high-value or high-risk products

6. Import/Export Requirements: Specific requirements for international distribution - include for cross-border distribution

7. Product Warranties: Specific warranty terms - include when standard warranties need modification

8. Quality Control: Specific quality assurance requirements - include for regulated or sensitive products

9. Non-Competition: Restrictions on competing products - include when exclusivity for product types is important

Suggested Schedules

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

2. Schedule 2 - Territory: Detailed description of geographical territory, including any excluded areas

3. Schedule 3 - Minimum Purchase Requirements: Specific quantities or values of minimum purchase obligations

4. Schedule 4 - Pricing and Payment Terms: Detailed pricing structure, discounts, and payment conditions

5. Schedule 5 - Service Level Requirements: Specific performance metrics and service standards

6. Schedule 6 - Approved Sub-distributors: List of approved sub-distributors if applicable

7. Schedule 7 - Marketing Guidelines: Branding requirements and marketing standards

8. Appendix A - Order Form Template: Standard form for placing orders

9. Appendix B - Reporting Templates: Standard forms for required periodic reports

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

Pharmaceuticals

Food and Beverage

Automotive

Electronics

Industrial Equipment

Fashion and Apparel

Medical Devices

Software and Digital Products

Telecommunications

Relevant Teams

Legal

Commercial

Sales

Operations

Supply Chain

Procurement

Business Development

Distribution

Marketing

Finance

Compliance

Relevant Roles

Commercial Director

Sales Manager

Distribution Manager

Business Development Manager

Legal Counsel

Contract Manager

Supply Chain Manager

Operations Director

Chief Commercial Officer

Regional Sales Director

Procurement Manager

Channel Manager

Trade Marketing 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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