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

Recording of a 90-minute CLE webinar with Q&A


Conducted on Thursday, June 2, 2016

Recorded event now available

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Program Materials

This CLE webinar will examine key legal considerations for counsel drafting and negotiating distribution and sales agent contracts. The panel will discuss the similarities and differences between distribution and sales agent agreements, and potential pitfalls for counsel negotiating these contracts. The panel will also identify some best practices for drafting key provisions in the agreements, including exclusivity, territory rights, sales support, product liability, trade secret protection, termination rights, choice of law 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.

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Outline

  1. Application of UCC and antitrust laws to the agreements
  2. Key provisions in the agreements
    1. Exclusivity
    2. Territory
    3. Sales support
    4. Trade secrets and other proprietary information
    5. Insurance
    6. Indemnification
    7. Choice of law

Benefits

The panel will review these and other key issues:

  • What are the potential legal pitfalls for counsel drafting distribution and sales agent contracts?
  • What are the similarities and differences between distribution and sales agent contracts?
  • What are the most heavily negotiated terms in the agreements?
  • How can counsel best mitigate risk when drafting distribution and sales agent agreements?

Faculty

Matthew E. Liebson
Matthew E. Liebson

Partner
Thompson Hine

Mr. Liebson focuses his practice on antitrust, unfair competition and product distribution litigation and advises...  |  Read More

Jennifer S. Roach
Jennifer S. Roach

Partner
Thompson Hine

Ms. Roach focuses her practice on litigating unfair competition, intellectual property, trade secret...  |  Read More

Darcy M. Brosky
Darcy M. Brosky

Atty
Thompson Hine

Ms. Brosky focuses her practice on litigating unfair competition, intellectual property, trade secret...  |  Read More

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