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Manufacturing Representative Contract Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes and regulates the relationship between a manufacturer and their appointed sales representative. The contract defines the terms under which the representative will market and sell the manufacturer's products within a specified territory, including commission structures, performance expectations, and mutual obligations. It incorporates relevant provisions from New Zealand's Contract and Commercial Law Act 2017, Fair Trading Act 1986, and other applicable legislation to ensure compliance with local legal requirements while protecting both parties' interests.

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What is a Manufacturing Representative Contract?

The Manufacturing Representative Contract is essential for businesses operating in New Zealand that wish to expand their market reach through independent sales representatives rather than direct employees. This agreement is particularly crucial when a manufacturer wants to establish a presence in new territories without the overhead of maintaining their own sales force. The contract, governed by New Zealand law, typically includes detailed provisions for territory rights, commission structures, performance metrics, product handling, and representation terms. It ensures compliance with New Zealand's commercial legislation while providing clear guidelines for the relationship between manufacturer and representative. This document is commonly used across various manufacturing sectors and can be adapted to accommodate different product types, market conditions, and specific territorial requirements.

What sections should be included in a Manufacturing Representative Contract?

1. Parties: Identifies and provides full legal details of the manufacturer and the representative

2. Background: Sets out the context of the agreement, including the manufacturer's business and desire to appoint a representative

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Establishes the representative's appointment and defines the geographic territory

5. Products: Defines the products covered by the agreement

6. Representative's Rights and Obligations: Details the representative's duties, responsibilities, and authorized activities

7. Manufacturer's Rights and Obligations: Outlines the manufacturer's commitments and responsibilities

8. Commission Structure: Details the commission rates, calculation methods, and payment terms

9. Intellectual Property: Addresses the use of trademarks, patents, and other IP

10. Confidentiality: Sets out obligations regarding confidential information

11. Term and Termination: Specifies the duration and termination provisions

12. Post-Termination Obligations: Outlines obligations after the agreement ends

13. Governing Law and Dispute Resolution: Specifies New Zealand law governance and dispute resolution procedures

14. General Provisions: Includes standard boilerplate clauses

What sections are optional to include in a Manufacturing Representative Contract?

1. Performance Targets: Sets minimum performance requirements - include when specific sales targets are required

2. Training Requirements: Specifies required training programs - include when product complexity demands specific training

3. Sub-Representatives: Rules for appointing sub-representatives - include when sub-representatives may be needed

4. Insurance Requirements: Detailed insurance obligations - include for high-value or high-risk products

5. Marketing and Promotion: Marketing responsibilities and cost sharing - include when joint marketing efforts are planned

6. Stock Holding: Terms for holding inventory - include if representative will maintain stock

7. Non-Compete Provisions: Restrictions on competing activities - include when exclusivity is important

8. Data Protection: Specific data handling requirements - include when significant customer data is involved

What schedules should be included in a Manufacturing Representative Contract?

1. Schedule 1 - Territory Definition: Detailed description of the geographic territory, including maps if relevant

2. Schedule 2 - Product List: Comprehensive list of products covered by the agreement, including specifications

3. Schedule 3 - Commission Rates: Detailed commission structure, including any variations by product or customer type

4. Schedule 4 - Performance Metrics: Specific sales targets and performance indicators

5. Schedule 5 - Approved Sub-Representatives: List of approved sub-representatives if applicable

6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using manufacturer's trademarks and branding

7. Appendix A - Reporting Ƶ: Standard forms for sales reports and commission calculations

8. Appendix B - Operating Procedures: Detailed procedures for order processing and customer service

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

New Zealand

Publisher

Ƶ

Cost

Free to use

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