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Sub Distribution Agreement

Sub Distribution Agreement Template for Singapore

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Key Requirements PROMPT example:

Sub Distribution Agreement

"I need a Sub Distribution Agreement for appointing a local distributor in Singapore to sell our medical devices, with strict quality control measures and a minimum annual purchase requirement of $500,000, starting from March 2025."

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What is a Sub Distribution Agreement?

The Sub Distribution Agreement is essential for businesses seeking to expand their distribution network in Singapore and surrounding regions. It is commonly used when a primary distributor wishes to extend market reach by appointing additional distributors while maintaining control over product distribution channels. This document addresses key commercial aspects including territory rights, pricing mechanisms, minimum purchase requirements, and performance standards, while ensuring compliance with Singapore's regulatory framework. The agreement is particularly important in highly regulated sectors where control over distribution channels is crucial for maintaining product quality and brand reputation.

What sections should be included in a Sub Distribution Agreement?

1. Parties: Identification of main distributor and sub-distributor, including full legal names and registered addresses

2. Background/Recitals: Context of the agreement, including main distributor's rights to distribute and authority to sub-distribute

3. Definitions: Key terms used tHRoughout the agreement including Products, Territory, Principal Agreement

4. Appointment and Territory: Scope of sub-distribution rights and defined territory

5. Term and Termination: Duration of agreement and circumstances for termination

6. Products and Pricing: Specification of products covered and pricing structure

7. Obligations of Sub-Distributor: Key responsibilities and performance requirements

8. Supply and Orders: Process for ordering and delivery of products

9. Payment Terms: Payment conditions, currency, and timing

10. Intellectual Property: Rights and restrictions regarding use of trademarks and other IP

What sections are optional to include in a Sub Distribution Agreement?

1. Minimum Purchase Requirements: Specific targets or quotas for minimum performance levels

2. Marketing and Promotion: Marketing obligations and restrictions for product promotion

3. Training Requirements: Product training obligations for technical or complex products

4. After-Sales Service: Service and support requirements for products requiring ongoing support

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

What schedules should be included in a Sub Distribution Agreement?

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

2. Price List: Current pricing structure and terms

3. Territory Map: Detailed definition of geographic territory

4. Performance Targets: Specific sales targets or KPIs

5. Technical Specifications: Product specifications and requirements

6. Brand Guidelines: Rules for use of trademarks and branding

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions






































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Industries

Singapore Contracts Act (Cap. 53): Primary legislation governing contract formation, validity, and enforcement in Singapore, including fundamental principles of offer, acceptance, consideration, and contractual obligations

Electronic Transactions Act: Legislation governing electronic contracts and digital signatures, ensuring legal recognition and enforceability of electronic transactions

Sale of Goods Act (Cap. 393): Regulates the sale of goods, including terms and conditions, warranties, and transfer of property in goods

Competition Act (Cap. 50B): Promotes competition in markets, prohibits anti-competitive practices, including restrictions on exclusive distribution arrangements

Control of Imports and Exports Act: Regulates the import and export of goods in Singapore, including licensing requirements and restrictions

Regulation of Imports and Exports Act: Provides framework for regulation of imports and exports, including documentation and compliance requirements

Consumer Protection (Fair Trading) Act: Protects consumer interests and ensures fair trading practices in distribution relationships

Health Products Act: Regulates health products distribution, including medical devices and pharmaceutical products

Food Safety Act: Governs food safety and distribution requirements for food products

Trade Marks Act: Protects trademarks and related intellectual property rights in distribution relationships

Copyright Act: Protects copyright and related rights in distribution arrangements

Patents Act: Governs patent rights and their protection in distribution relationships

Personal Data Protection Act 2012: Regulates collection, use, and disclosure of personal data in business operations

Goods and Services Tax Act: Governs GST implications in distribution arrangements and sales transactions

Income Tax Act: Regulates tax implications of distribution arrangements and business income

Agency Law Principles: Common law principles governing agency relationships, relevant for distribution arrangements

Consumer Protection (Trade Descriptions and Safety Requirements) Act: Ensures accurate product descriptions and safety requirements in distribution

ASEAN Trade Agreements: Regional trade agreements affecting cross-border distribution within ASEAN countries

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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