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Sub Distribution Agreement Template for Australia

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Key Requirements PROMPT example:

Sub Distribution Agreement

"I need a Sub Distribution Agreement for my Australian tech company to appoint three sub-distributors for our software products in Western Australia, with exclusive territory rights and minimum performance requirements starting March 2025."

Document background
A Sub Distribution Agreement is essential when a primary distributor wishes to expand their distribution network by appointing additional distributors in Australia. This document is typically used when the original supplier/manufacturer has authorized the primary distributor to appoint sub-distributors, enabling broader market reach while maintaining control over the distribution chain. The agreement ensures compliance with Australian competition law, particularly regarding territorial restrictions and exclusive dealing provisions. It includes comprehensive terms covering product supply, pricing, performance targets, brand protection, and termination rights, while incorporating necessary protections for all parties. This template is specifically designed for Australian jurisdiction requirements and common law principles, making it suitable for both domestic and international companies operating in the Australian market.
Suggested Sections

1. Parties: Identifies and provides full details of the primary distributor and sub-distributor

2. Background: Explains the context, including the primary distributor's authority to appoint sub-distributors

3. Definitions and Interpretation: Defines key terms and sets out interpretation rules

4. Appointment and Territory: Defines the nature of appointment (exclusive/non-exclusive) and geographical territory

5. Term and Renewal: Specifies initial term and any renewal provisions

6. Sub-Distributor Obligations: Details core responsibilities including sales targets, marketing, reporting

7. Primary Distributor Obligations: Outlines support, supply terms, and other commitments

8. Product Orders and Delivery: Processes for ordering, delivery, and acceptance of products

9. Prices and Payment Terms: Pricing structure, payment terms, and review mechanisms

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination and consequences

13. Post-Termination Obligations: Responsibilities after agreement ends

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

Optional Sections

1. Minimum Performance Requirements: Detailed sales targets and consequences of non-achievement - include when specific performance metrics are crucial

2. Training and Support: Specific requirements for staff training and ongoing support - include for technical or complex products

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

4. Data Protection and Privacy: Specific data handling requirements - include when personal data processing is involved

5. Anti-Corruption Compliance: Detailed anti-corruption provisions - include for international distribution or government contracts

6. Environmental Compliance: Environmental standards and requirements - include for products with environmental impacts

7. Sub-Sub-Distribution Rights: Rights to appoint further sub-distributors - include when pyramid distribution is permitted

8. Marketing and Promotion Requirements: Detailed marketing obligations and standards - include when brand consistency is crucial

Suggested Schedules

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

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

3. Schedule 3 - Pricing and Commission Structure: Detailed pricing lists and commission calculations

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

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

6. Schedule 6 - Approved Sub-Sub-Distributors: List of approved further sub-distributors if applicable

7. Schedule 7 - Trademark Usage Guidelines: Specific rules for use of trademarks and branding

8. Appendix A - Reporting Templates: Standard forms for required reports and notifications

Authors

Alex Denne

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

Relevant legal definitions





































Clauses








































Relevant Industries

Retail

Consumer Goods

Electronics

Automotive

Pharmaceuticals

Food and Beverage

Industrial Equipment

Software and Technology

Fashion and Apparel

Construction Materials

Medical Devices

Telecommunications

Agricultural Products

Relevant Teams

Legal

Sales

Operations

Supply Chain

Commercial

Business Development

Compliance

Finance

Distribution

Procurement

Relevant Roles

Commercial Director

Sales Manager

Distribution Manager

Business Development Manager

Legal Counsel

Contracts Manager

Operations Manager

Supply Chain Manager

Channel Manager

Compliance Officer

CEO

Managing Director

Commercial Operations Manager

Regional Sales Director

Industries








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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