Distribution and Sales Agent Contracts: Drafting Provisions on Exclusivity, Territory, Sales Support, Trade Secrets and More

Description

Manufacturers generally contract with distributors or sales agents to sell their products or services to retailers, manufacturers, and end users. Determining the most appropriate arrangement—distributor or sales agent—requires an understanding of the similarities and differences between the two types of contracts, the legal and practical implications of each type of agreement, and the manufacturer’s business operations and goals.

When drafting distribution and sales agent contracts, counsel must take into account legal requirements and potential pitfalls under the UCC, the antitrust laws, and a wide variety of laws relating dealer, distributor, and sales agent relationships and their termination. Counsel must carefully construct provisions defining exclusivity obligations, territory restrictions, sales support, trade secret protection, choice of law, termination and other key terms. Use of form agreements that fail to reflect the parties’ actual business processes can lead to significant disagreements and legal risks.

Listen as our panel of attorneys experienced in negotiating distribution and sales agent contracts discusses best practices for drafting the agreements. The panel will review the similarities and differences between the agreements, specific clauses that should be included and strategies for avoiding contracting pitfalls.