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Standard Distributor Agreement Template for Singapore

A Standard Distributor Agreement under Singapore law establishes the legal framework for a business relationship between a supplier and distributor. It governs the appointment, rights, and obligations of a distributor to sell and distribute specified products within a defined territory. The agreement incorporates Singapore-specific legal requirements, including compliance with the Sale of Goods Act, Competition Act, and Personal Data Protection Act, while providing comprehensive coverage of commercial terms, performance standards, and risk allocation between parties.

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What is a Standard Distributor Agreement?

The Standard Distributor Agreement is a fundamental commercial contract used when a supplier wishes to appoint a distributor to sell and market their products in a specified territory. This agreement, governed by Singapore law, establishes the essential framework for the distribution relationship, including appointment terms, territorial rights, ordering processes, pricing mechanisms, and performance expectations. It incorporates key protections required under Singapore legislation while maintaining commercial flexibility. The agreement is particularly relevant for businesses expanding their distribution networks in Singapore and the broader ASEAN region.

What sections should be included in a Standard Distributor Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the distribution arrangement

3. Definitions: Key terms used tHRoughout the agreement

4. Appointment and Territory: Scope of distributor appointment and territorial rights

5. Orders and Supply: Process for ordering and supplying products

6. Prices and Payment: Pricing structure and payment terms

7. Obligations of Distributor: Core responsibilities and commitments of the distributor

8. Obligations of Supplier: Core responsibilities and commitments of the supplier

9. Term and Termination: Duration and termination provisions

10. Governing Law and Jurisdiction: Applicable law and dispute resolution

What sections are optional to include in a Standard Distributor Agreement?

1. Minimum Purchase Requirements: Specific purchase targets or commitments required from the distributor

2. Marketing and Promotion: Marketing obligations and arrangements between parties

3. Non-Compete: Restrictions on competing activities during and after the agreement

4. Data Protection: PDPA compliance obligations and data handling requirements

5. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control

What schedules should be included in a Standard Distributor Agreement?

1. Product Schedule: Comprehensive list of products covered by the distribution agreement

2. Price List: Detailed pricing structure, terms, and conditions

3. Territory Description: Detailed description of authorized territory for distribution

4. Performance Targets: Specific sales targets and key performance indicators

5. Technical Requirements: Product handling, storage, and technical specifications

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

Singapore

Publisher

Ƶ

Cost

Free to use

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