We assist in drafting agency agreements, reseller agreements, and distribution agreements that clarify the responsibilities of the parties involved and help prevent disputes in advance.

Agency agreements, reseller agreements, and distribution agreements are legal documents that regulate the relationship between two parties when one party sells or markets the products or services of the other. These agreements address the distribution of products or services, with differences in how they bind the parties and the responsibilities assigned to each. Such agreements are crucial for companies seeking to expand their business into new markets or strengthen their positions in existing ones.

Agency agreement

An agency agreement defines the relationship between a manufacturer and its agent. The agent acts on behalf of the manufacturer and represents it in customer relations. Typically, the agent does not hold inventory but serves mainly as an intermediary between the manufacturer and the end customer.

Reseller agreement

A reseller agreement defines the relationship between a manufacturer and a reseller. The manufacturer sells products or services directly to the reseller, who then sells them to end customers. In a reseller agreement, the reseller is responsible for the sale of goods or services to end customers.

Distribution agreement

A distribution agreement defines the relationship between a manufacturer or service provider and a distributor. The distributor purchases goods or services from the manufacturer and then sells them to resellers or end customers. This means that the distributor is generally responsible for the storage and distribution of the goods or services.

Typically, agency agreements, reseller agreements, and distribution agreements cover at least the following aspects:

  • Parties

  • Subject of the Agreement: Defines the products and services covered by the agreement.

  • Term: Specifies the duration of the agreement and any renewal options.

  • Amendments: Defines procedures and conditions related to changing the agreement.

  • Responsibilities and Obligations: Outlines the duties, tasks, and responsibilities of each party.

  • Payment Terms: Specifies prices, potential discounts, and payment conditions.

  • Exclusivity: Determines whether one party has exclusive rights in its territory or market segment.

  • Marketing and Advertising: Defines the responsibilities of the parties in marketing and advertising.

  • Intellectual Property Rights: Establishes the ownership, usage, monitoring, and defense of intellectual property rights.

  • Confidentiality: Defines the confidentiality of information.

  • Indemnification: Agrees on the limitation of liability and indemnification responsibilities.

  • Assignment: Specifies the conditions under which a party can transfer the agreement to another party (if allowed).

  • Force Majeure: Defines situations where a party is not liable for breaches due to force majeure.

  • Termination: Outlines the procedures for terminating the agreement and the rights and obligations of the parties upon termination.

  • Governing Law and Dispute Resolution: Establishes which country's laws apply and how any disputes will be resolved.