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Sub Distribution Agreement Template for United States

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Key Requirements PROMPT example:

Sub Distribution Agreement

"I need a Sub Distribution Agreement for appointing an exclusive sub-distributor in California to handle our automotive parts, with minimum purchase requirements of $500,000 annually and a three-year term starting January 2025."

Document background
The Sub Distribution Agreement is essential when a primary distributor needs to extend their distribution network through additional partners while maintaining control over product distribution. This document, governed by U.S. law, outlines the hierarchical relationship between the main distributor and sub-distributor, establishing clear boundaries for territorial rights, product handling, pricing structures, and performance expectations. It's particularly important for businesses expanding their market reach while ensuring compliance with federal and state regulations, including antitrust laws, intellectual property protection, and industry-specific requirements.
Suggested Sections

1. Parties: Identification of main distributor and sub-distributor, including full legal names and addresses

2. Background: Context of the agreement, including reference to main distribution agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of sub-distributor's appointment and defined territorial limits

5. Term and Termination: Duration of agreement and circumstances for termination

6. Obligations of Sub-distributor: Key responsibilities and commitments of the sub-distributor

7. Products and Pricing: Definition of products covered and pricing structure

8. Intellectual Property Rights: Usage rights and restrictions regarding trademarks and other IP

9. Confidentiality: Protection of confidential information

10. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Minimum Purchase Requirements: Specific purchase quotas or targets to be included when distributor wants to ensure minimum sales volumes

2. Marketing Requirements: Specific marketing obligations to be included when specific marketing efforts are required

3. Training Requirements: Staff training obligations to be included for technical or complex products

4. Insurance Requirements: Specific insurance coverage requirements to be included for high-value or high-risk products

Suggested Schedules

1. Product Schedule: Detailed list of products covered by the agreement

2. Price List: Current pricing structure and terms

3. Territory Map: Detailed description or map of authorized territory

4. Performance Metrics: Specific KPIs and performance requirements

5. Main Distribution Agreement: Reference copy of the main distribution agreement

6. Standard Operating Procedures: Required procedures for handling products

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

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Industries

Federal Antitrust Laws: Key federal regulations including Sherman Antitrust Act, Clayton Act, Robinson-Patman Act, and Federal Trade Commission Act that govern competition and prevent monopolistic practices in distribution agreements

Intellectual Property Laws: Trademark Act (Lanham Act), Copyright Act, patent laws, and trade secret protection laws that protect and regulate the use of intellectual property in distribution relationships

State Contract Laws: State-specific contract laws, Statute of Frauds requirements, and Uniform Commercial Code provisions that govern the formation and enforcement of distribution agreements

Industry-Specific Regulations: Sector-specific regulations including FDA requirements, consumer protection laws, product liability laws, and licensing requirements that may apply to particular industries

International Trade Laws: Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and Foreign Corrupt Practices Act (FCPA) for distribution agreements with international components

Competition Laws: Regulations governing vertical restraints, territorial restrictions, and exclusive dealing provisions in distribution relationships

Data Protection and Privacy: State privacy laws, federal privacy regulations, and specific legislation like CCPA that govern the handling of data in distribution relationships

Territory Definitions: Legal requirements and considerations for defining and enforcing geographical boundaries and restrictions in distribution agreements

Performance Requirements: Legal framework for establishing and enforcing minimum purchase requirements, performance metrics, and compliance standards

Intellectual Property Rights: Specific provisions for protecting and licensing intellectual property rights, including trademarks, copyrights, and trade secrets in distribution relationships

Warranty and Indemnification: Legal requirements and considerations for product warranties, service warranties, and indemnification provisions in distribution agreements

Dispute Resolution: Legal framework for establishing dispute resolution mechanisms, including choice of law, jurisdiction, and arbitration provisions

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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