This Non-Exclusive Distribution Agreement is designed for use in the United Arab Emirates when a supplier/manufacturer wishes to appoint a distributor to sell their products while maintaining the flexibility to use multiple distribution channels. The agreement is structured to comply with UAE commercial laws, particularly considering the Federal Law No. 18 of 1981 (Commercial Agency Law) and related regulations. It includes essential provisions for protecting both parties' interests, defining territorial rights, establishing operational procedures, and setting performance expectations. The non-exclusive nature allows the supplier to maintain market flexibility while still providing the distributor with sufficient commercial protection and business opportunity. This agreement is particularly suitable for businesses entering or expanding in the UAE market who want to maintain control over their distribution strategy while working with local partners.
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Key Requirements PROMPT example:
Non Exclusive Distribution Agreement
"I need a Non-Exclusive Distribution Agreement under UAE law for distributing automotive spare parts, with special attention to warranty provisions and after-sales service requirements, to be effective from March 2025."
1. Parties: Identification of the supplier/manufacturer and distributor with full legal names and addresses
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint distributor
3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Scope: Non-exclusive appointment of distributor, territory definition, and scope of distribution rights
5. Term and Termination: Duration of agreement, renewal provisions, and termination circumstances
6. Distributor Obligations: Core responsibilities including marketing, sales targets, customer service, and reporting
7. Supplier Obligations: Responsibilities including product supply, support, training, and marketing assistance
8. Ordering and Delivery: Process for ordering, minimum orders, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, currency, and price modification procedures
10. Intellectual Property: Usage rights for trademarks, branding guidelines, and IP protection measures
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranty and Liability: Product warranties, limitation of liability, and indemnification provisions
13. Force Majeure: Circumstances excusing performance and related procedures
14. Governing Law and Dispute Resolution: UAE law governance and dispute resolution mechanisms
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Non-Compete: Restrictions on distributor handling competing products - include when exclusivity of product focus is important
2. Marketing and Promotion: Detailed marketing obligations and cost sharing - include when specific marketing commitments are required
3. Training Requirements: Specific training obligations and procedures - include for technical or complex products
4. After-Sales Service: Service and maintenance obligations - include for technical products requiring ongoing support
5. Insurance: Specific insurance requirements - include for high-value or high-risk products
6. Data Protection: Data handling and privacy obligations - include when personal data processing is involved
7. Anti-Corruption: Compliance with anti-corruption laws - include for international distribution arrangements
8. Export Control: Export compliance obligations - include for products subject to export controls
9. Environmental Compliance: Environmental standards and compliance - include for products with environmental impacts
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and pricing
2. Schedule 2 - Territory: Detailed definition of geographic territory and any excluded areas or customers
3. Schedule 3 - Minimum Purchase Commitments: Annual or quarterly minimum purchase requirements and targets
4. Schedule 4 - Price List: Current pricing structure, discounts, and payment terms
5. Schedule 5 - Technical Requirements: Product storage, handling, and technical specifications
6. Schedule 6 - Service Level Requirements: Performance metrics and service level standards
7. Schedule 7 - Trademark Usage Guidelines: Detailed guidelines for use of supplier's trademarks and branding
8. Appendix A - Reporting Ƶ: Standard forms for regular reporting requirements
9. Appendix B - Operating Procedures: Detailed procedures for ordering, returns, and warranty claims
Authors
Relevant legal definitions
Clauses
Relevant Industries
Consumer Goods
Electronics
Automotive
Healthcare and Pharmaceuticals
Food and Beverage
Industrial Equipment
Fashion and Luxury Goods
Construction Materials
Technology and Software
Telecommunications
Chemical and Materials
Sports and Leisure Equipment
Relevant Teams
Legal
Commercial
Sales
Business Development
Supply Chain
Operations
Compliance
Finance
International Trade
Distribution
Channel Management
Relevant Roles
Commercial Director
Head of Sales
Business Development Manager
General Counsel
Legal Director
Supply Chain Manager
Chief Operating Officer
Regional Sales Manager
Distribution Manager
Contract Manager
Compliance Officer
Chief Commercial Officer
Export Manager
Channel Manager
Operations Director
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