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Non Exclusive Distribution Agreement Template for Pakistan

A Non-Exclusive Distribution Agreement under Pakistani law establishes a commercial relationship between a supplier/manufacturer and a distributor, where the distributor is granted the right to sell products within a defined territory, without exclusivity. The agreement is governed by Pakistani contract law, particularly the Contract Act 1872, and includes provisions for territory rights, ordering processes, pricing, minimum purchase requirements, and performance standards. This document ensures compliance with Pakistani competition laws while protecting both parties' interests in the distribution relationship.

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What is a Non Exclusive Distribution Agreement?

The Non-Exclusive Distribution Agreement is essential for businesses looking to establish distribution networks in Pakistan while maintaining flexibility to appoint multiple distributors. This document is particularly relevant in today's dynamic Pakistani market where suppliers often need multiple distribution channels to maximize market reach. The agreement, governed by Pakistani law, typically includes detailed provisions on product supply, territorial rights, pricing structures, performance metrics, and compliance requirements. It's commonly used when a supplier wants to maintain control over their distribution strategy while working with multiple partners, or when testing new markets or distributors before considering exclusive arrangements. The document must comply with Pakistani competition law and commercial regulations while incorporating international best practices for distribution relationships.

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

1. Parties: Identification and details of the supplier/manufacturer and distributor, including registered addresses and company registration numbers

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

3. Definitions: Key terms used throughout the agreement, including Products, Territory, and other important concepts

4. Appointment and Scope: Clear statement of non-exclusive distributor appointment and scope of distribution rights

5. Territory: Definition of geographical area where distributor may sell products

6. Term and Termination: Duration of agreement, renewal provisions, and circumstances for termination

7. Distributor Obligations: Key responsibilities including sales targets, marketing efforts, and reporting requirements

8. Supplier Obligations: Responsibilities regarding product supply, support, and training

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

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

11. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

12. Confidentiality: Protection of confidential information and trade secrets

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

14. Governing Law and Dispute Resolution: Applicable law and method of resolving disputes

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

1. Product Training: Detailed provisions for product training when technical products are involved

2. Marketing and Promotion: Specific marketing requirements and cost-sharing arrangements when significant marketing effort is needed

3. After-Sales Service: Requirements for maintenance and support when products need ongoing service

4. Insurance: Specific insurance requirements when high-value or high-risk products are involved

5. Import/Export Compliance: Detailed compliance requirements when international trade is involved

6. Data Protection: Specific data handling requirements when personal or sensitive data is processed

7. Non-Compete: Restrictions on competing activities when market protection is crucial

8. Force Majeure: Provisions for unforeseen circumstances when operating in volatile markets

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

1. Schedule 1: Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2: Territory: Detailed description of geographical territories, including maps if necessary

3. Schedule 3: Minimum Purchase Requirements: Specific sales targets and minimum order quantities

4. Schedule 4: Commission Structure: Detailed pricing and commission calculations

5. Schedule 5: Technical Specifications: Detailed product specifications and technical requirements

6. Schedule 6: Service Level Agreement: Specific performance metrics and service standards

7. Appendix A: Trademark Usage Guidelines: Rules and guidelines for using supplier's trademarks and branding

8. Appendix B: Reporting Ƶ: Standard forms for regular reporting requirements

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

Pakistan

Publisher

Ƶ

Cost

Free to use

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