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Non Exclusive Distribution Agreement Template for Nigeria

A comprehensive legal document governed by Nigerian law that establishes a non-exclusive distribution relationship between a supplier/manufacturer and a distributor. The agreement sets out the terms and conditions under which the distributor may purchase, market, and sell the supplier's products within a defined territory in Nigeria, while allowing the supplier to appoint other distributors. It addresses key aspects such as territory rights, ordering procedures, pricing, performance targets, intellectual property rights, and compliance with Nigerian commercial and competition laws.

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What is a Non Exclusive Distribution Agreement?

This Non-Exclusive Distribution Agreement is essential for businesses looking to establish distribution networks in Nigeria while maintaining flexibility in their market approach. The document is particularly useful when a supplier wishes to maintain control over their distribution strategy while working with multiple distributors in the same territory. It complies with Nigerian commercial law, including the Federal Competition and Consumer Protection Act 2018, and addresses crucial elements such as territory definition, performance expectations, product handling, and intellectual property protection. The agreement is commonly used in various industries where manufacturers need widespread product distribution without granting exclusive rights to any single distributor, thereby maintaining market competition and ensuring broader product availability.

What sections should be included in a Non Exclusive Distribution Agreement?

1. Parties: Identification of the supplier/manufacturer and distributor, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including brief description of the business relationship and parties' capabilities

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Appointment and Territory: Clear statement of non-exclusive appointment and defined territory for distribution

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

6. Distributor's Rights and Obligations: Core responsibilities including sales targets, marketing efforts, and customer service

7. Supplier's Rights and Obligations: Responsibilities including product supply, support, and training

8. Ordering and Delivery: Process for placing orders, delivery terms, and lead times

9. Prices and Payment: Pricing structure, payment terms, and currency specifications

10. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Product warranties and mutual indemnification provisions

13. Termination: Grounds for termination and post-termination obligations

14. General Provisions: Standard clauses including notices, assignment, and governing law

What sections are optional to include in a Non Exclusive Distribution Agreement?

1. Minimum Purchase Requirements: Include when specific purchase quotas are required to maintain distributorship

2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required

3. Training and Support: Include when technical products require specific training programs

4. Non-Competition: Include when restricting distributor from handling competing products

5. Product Registration: Include when products require regulatory registration in Nigeria

6. Insurance Requirements: Include when specific insurance coverage is mandatory

7. Bank Guarantee: Include when financial security is required from distributor

8. Data Protection: Include when personal data processing is involved in the distribution process

What schedules should be included in a Non Exclusive Distribution Agreement?

1. Schedule 1: Products: Detailed list of products covered by the agreement with specifications

2. Schedule 2: Territory: Detailed description of geographical territory including any exclusions

3. Schedule 3: Prices and Payment Terms: Detailed pricing structure, discounts, and payment conditions

4. Schedule 4: Performance Targets: Specific sales targets and performance metrics

5. Schedule 5: Technical Requirements: Technical specifications and quality standards

6. Schedule 6: Trademark Usage Guidelines: Specific rules for use of supplier's trademarks and branding

7. Appendix A: Standard Operating Procedures: Detailed procedures for ordering, returns, and warranty claims

8. Appendix B: Reporting Ƶ: Standard forms for sales reports and performance tracking

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Nigeria

Publisher

Ƶ

Cost

Free to use

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