[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-dealership-agreement-D1238":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":515},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"DEALERSHIP AGREEMENT This Dealership Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Dealer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS: [YOUR COMPANY NAME] holds the distribution rights for [LOCATION] for the [SPECIFY GOODS BEING DISTRIBUTED] manufactured by [COMPANY MANUFACTURING DISTRIBUTED GOODS]; [COMPANY MANUFACTURING DISTRIBUTED GOODS] products are top-quality, highly reputed, trademark products the distribution of which requires specialized technical knowledge and involves after-sales consulting activities and services; The Dealer affirms that it has particular experience in the distribution of [SPECIFY GOODS BEING DISTRIBUTED] and that it possesses adequate facilities for commercial demonstration and display as well as qualified staff for the sale and maintenance of [SPECIFY GOODS BEING DISTRIBUTED]; NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. STATUS OF DEALER AND PARTIES 1.1 [YOUR COMPANY NAME] hereby appoints the Dealer as a \"Certified Dealer\" of the goods listed in Schedule A to this agreement (hereinafter referred to as the \"Distributed Products\"), and the Dealer accepts such appointment. The appointment of the Dealer is non-exclusive and does not imply the granting of a specific geographic area. [YOUR COMPANY NAME] reserves the absolute right to increase or reduce the number of Certified Dealers in the proximity of the Dealer's outlet at any time without prior notice. The Dealer shall not offer the Distributed Products for sale at any outlets other than those set out in Schedule B hereto (the \"Outlets\"); any additional outlets require the prior written authorization of [YOUR COMPANY NAME]. 1.2 It is agreed that the Dealer shall act for and on behalf of itself as an independent co-contracting party. It shall not be empowered or authorized to bind [YOUR COMPANY NAME] in any manner whatsoever. None of the provisions of this agreement may be construed as creating an employee-employer relationship between the Dealer and [YOUR COMPANY NAME]. 2. OBLIGATIONS OF [YOUR COMPANY NAME] [YOUR COMPANY NAME] shall: 2.1 Furnish to the Dealer an initial quantity of marketing brochures; user instruction and after-sales service pamphlets and other material to assist the Dealer in the promotion and sale of the Distributed Products. Additional material will be made available to the Dealer at a reasonable price. 2.2 Furnish to the Dealer technical assistance and information concerning the Distributed Products and keep the Dealer informed of new information concerning the Distributed Products, as stipulated below. 2.3 Train one employee at each Dealer Outlet in sales and after-sales services. 3. DUTIES, OBLIGATIONS AND STATEMENTS OF THE DEALER 3.1 Throughout the term of this agreement, the Dealer shall maintain appropriate premises for the promotion of sales of the Distributed Products at its Outlets. The Dealer shall not offer the Distributed Products for sale at other outlets. The Dealer shall not sell the Distributed Products to other dealers, unless it has furnished to [YOUR COMPANY NAME], in writing, the name and address of such a dealer and received the prior consent of [YOUR COMPANY NAME] in respect of the sale so proposed. 3.2 In the event that the Dealer wishes to sell the Distributed Products to another Certified Dealer, the Dealer must first notify [YOUR COMPANY NAME] in writing of the name and address of such a dealer, and it shall not close the sale until it has received written confirmation from [YOUR COMPANY NAME]. Within [NUMBER] days following the sale to such other dealer, the Dealer shall notify [YOUR COMPANY NAME] of the products sold as well as their series numbers, if any. 3.3 The Dealer will use its best efforts to promote, advertise and sell the Distributed Products. It shall, in particular: 3.3.1 Train and maintain a sufficient qualified and competent staff to promote and sell the Distributed Products, carry out the after-sales service of such products and, in general, fulfill its obligations arising from this agreement. [YOUR COMPANY NAME] envisages organizing training sessions for Dealers. The Dealer shall at all times have at least one employee at each of its Outlets who has been trained in each of these sessions. The cost of such training, such as travel, accommodation, food, etc., will be borne by the Dealer. [YOUR COMPANY NAME] reserves the right to bill the Dealer a reasonable amount in respect of such training sessions. 3.3.2 Display the Distributed Products in an appropriate and attractive environment. 3.3.3 Maintain both the interior and exterior of the Outlets in a manner which encourages the purchase of the Distributed Products. 3.3.4 Furnish to customers, prior to and after the sale, technical assistance with regard to programming of and information on the software, and inform customers regarding the use of the Distributed Products. Permit [NUMBER] representatives at all times to examine its Outlets and its Distributed Product inventory. 3.3.6 Demonstrate the Distributed Products to customers who so request and instruct customers as to their assembly and installation. 3.3.7 Not remove from the Distributed Products any material included in each Distributed Product. 3.3.8 Promptly notify [YOUR COMPANY NAME] of all defective products or any safety problem encountered and keep [YOUR COMPANY NAME] informed of all customer complaints. 3.3.9 Maintain, if possible, sufficient liability insurance coverage to protect [YOUR COMPANY NAME] from all claims by customers resulting from the acts, omissions and/or erroneous statements of the Dealer. 3.4 The Dealer shall provide prompt and efficient after-sales service of all the Distributed Products under original warranty, covered by the extended warranty or by a service contract, whether or not such products were sold by the Dealer. The Dealer shall also deal with all customer claims and complaints, both prior to and after the sale. The Dealer shall be credited for the work and the defective parts returned at the rates indicated in the service reimbursement schedules in force at the time such services were rendered. In order to give rise to credit, the services must have been provided during the warranty period applicable to the defective products. Only Distributed Products or other products authorized in writing by [YOUR COMPANY NAME] may be used to provide the after-sales service. 3.5 The Dealer shall at all times conduct its business in such a manner as to enhance the reputation and credibility of [YOUR COMPANY NAME] and Distributed Products. It shall, in particular: 3.5.1 Refrain from participating in any unlawful, unfair, deceitful or immoral practice and refrain from selling the Distributed Products to any other Dealer or organization, which has recourse to such practices. 3.5.2 Present the Distributed Products in a fair and appropriate manner. For such purpose, the Dealer shall not disparage [YOUR COMPANY NAME] and the Distributed Products and shall not make statements concerning the characteristics or capabilities of the Distributed Products which may not be in accordance with those described in this documentation; nor shall the Dealer market the Distributed Products by correspondence. 3.6 In the event of a merger or reorganization of the Dealer, or any change in the control of the Dealer or any transfer of a substantial part of the business thereof, the Dealer shall notify [YOUR COMPANY NAME] in writing thereof no later than [NUMBER] days prior to the occurrence of such an event. 4 PURCHASE OF THE DISTRIBUTED PRODUCTS",null,"Dealership Agreement","13",85,"doc","https://templates.business-in-a-box.com/imgs/1000px/dealership-agreement-D1238.png","https://templates.business-in-a-box.com/imgs/250px/1238.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1238.xml",{"title":15,"description":6},"dealership agreement",[17,20],{"label":18,"url":19},"Sales & Marketing","/templates/sales-marketing/",{"label":21,"url":22},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","Dealership Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1238.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Distribution & Channel","/templates/distribution-and-channel/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,117,130,145,160],{"label":39,"url":40,"thumb":41,"extension":10},"Car Dealership Business Plan","/template/car-dealership-business-plan-D11939","https://templates.business-in-a-box.com/imgs/250px/11939.png",{"label":43,"url":44,"thumb":45,"extension":10},"Car Dealership Business Plan 2","/template/car-dealership-business-plan-2-D11938","https://templates.business-in-a-box.com/imgs/250px/11938.png",{"label":47,"url":48,"thumb":49,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":51,"url":52,"thumb":53,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":55,"url":56,"thumb":57,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":59,"url":60,"thumb":61,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":63,"url":64,"thumb":65,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":67,"url":68,"thumb":69,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":71,"url":72,"thumb":73,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":75,"url":76,"thumb":77,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":79,"url":80,"thumb":81,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":83,"url":84,"thumb":85,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":100},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15",513,"https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":95,"description":6},"distribution agreement",[97,99],{"label":32,"url":98},"business-legal-agreements",{"label":32,"url":98},"/template/distribution-agreement-D12544",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":115,"url":116},"SALES AGENCY AGREEMENT This Sales Agency Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Principal\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [AGENT NAME] (the \"Agent\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows: RECITALS Principal is a manufacturer of [product] and desires to appoint Agent as general sales Agent for the sale of Principal's product [if appropriate, add: and other regular-line products and accessories of Principal] in the following territory: [describe territory]. Agent desires to accept such appointment and to perform all the provisions of this agreement. DURATION The term of the agency created shall be [period of time], beginning [date], unless sooner terminated. AGENT'S BEST EFFORTS Agent agrees to devote Agent's whole time and best efforts to the business of Principal in the described territory under the direction of Principal's officers or representatives, and to conform to the best of Agent's ability with the rules, regulations and instructions of Principal now in force or that may be adopted and mailed to Agent's address. Agent shall employ salespersons to assist Agent, on such terms and conditions as Principal may require, as set forth in this agreement. NONDISCLOSURE OF PRINCIPAL'S AFFAIRS Agent agrees to keep confidential such information as Principal may from time to time impart to Agent regarding Principal's business affairs and customers. Agent will not, in whole or in part, now or at any time, disclose such information. ASSIGNMENT OF AGENT'S INVENTIONS Agent agrees, in view of the confidential information regarding Principal's business affairs, plans and necessities, that Agent will be in a position to obtain from time to time, and in partial consideration of the commissions agreed to be paid to Agent under this agreement, that Agent, on demand, will assign to Principal, or Principal's successors or assigns, any inventions or improvements Agent may make during the agency with Principal that relate to Principal's product. Agent also will sign any papers and do any acts that may be needed to secure to Principal, or Principal's successors or assigns, any rights relating to such inventions and improvements, including patents in [COUNTRY] and foreign countries. COMMISSIONS Agent, during the term of the agreement, shall receive a commission from the sale of Principal's product [if appropriate, add: and other regular-line products and accessories] sold for use in Agent's territory, whether sold by Agent or by Principal, or others, except as provided in this agreement. Agent's commission on sales made pursuant to this agreement shall be as follows: [DESCRIBE]. SALES SUBJECT TO COMMISSIONS This agreement shall apply to business procured at the time of visits to Agent's territory by Principal's superintendent, and also to all business subsequently procured either by Agent, Principal's superintendent or other representative of Principal, from customers previously worked within [NUMBER] months from the date of the latest visit of Principal's superintendent or other representative. WHEN COMMISSIONS ARE PAID Any commission to be received under this agreement shall not be credited to Agent's account on Principal's books until the purchaser has made settlement in full with Principal, either by cash or acceptable notes [SPECIFY] [if appropriate, add: and has delivered to Principal or an authorized Agent of Principal any returnable products]. If settlement is made wholly or in part by purchaser's notes, Principal may withhold payment of the commission in whole or in part until the notes are paid. Agent's account may be charged with the amount of any commission previously paid to Agent or credited to Agent's account for the unpaid part of the purchase price of [product], or the unpaid part of any note given in payment. When Principal repossesses a product, Agent shall receive commission only on the amount of money paid by purchaser prior to repossession. COMMISSIONS ON TRADE-INS Principal shall have the right to fix the amount to be allowed for products taken in exchange, and a commission will not be paid on the amount so allowed. SALES THROUGH OTHER SALES CHANNELS Agent waives any claim to a commission on any sales made in Agent's territory other than through Principal's offices or regular sales agencies when, in the opinion of Principal, the general conditions of the business in any part of the [COUNTRY] necessitate the sale of Principal's product through other sales channels. SALES IN OR FROM OTHER TERRITORIES Agent agrees not to enter the territory of any other Sales Agent of Principal for the purpose of selling Principal's product, or to endeavor, directly or indirectly, to make sales of Principal's product for use outside of Agent's territory. Should a purchaser call on Agent voluntarily and purchase Principal's product for use outside of Agent's territory, Agent shall receive commissions as follows: [DESCRIBE]. Agent further agrees that, when any other authorized sales Agent of Principal sells Principal's product for use in Agent's territory, Agent's account shall be credited with the regular commission, less the commission paid Agent making the sale. DISPUTES ON COMMISSIONS Principal shall have the right to determine, in any dispute arising between Agent and any other sales Agent of Principal, the right to commission on any sale, and Agent shall abide by and be bound by Principal's decision. LIMITATION ON COMMISSION CLAIMS Agent waives all claim for commission on sales of Principal's product, whether made by Agent or others, and all other claims of any nature whatever, if the claim is not made within [MONTHS] from the date of termination of this agreement. AGENT NOT TO SHARE COMMISSION Under no circumstances, without permission of Principal, may Agent give any part of Agent's commission to any assistant, local Agent or other person to assist Agent in making a sale. CONTENTS OF ORDERS All orders for Principal's product shall be taken on printed forms furnished by Principal, and all such orders shall be sent to Principal immediately after being signed by purchasers. The orders shall contain all conditions and agreements of every nature whatsoever between the parties to the sale, it being agreed that Principal shall not be responsible for promises or conditions not specified on the orders. Principal's product shall not be sold for more or less than the list price established by Principal. If Principal is compelled to make any concessions to customers or incur any expense by reason of a violation of these requirements, the amount of the expense may be charged to Agent's account. ACCEPTANCE OF ORDERS BY PRINCIPAL Orders taken by Agent shall not be binding until accepted by Principal. Principal reserves the right to reject any order when, in the judgment of Principal, the product ordered may not be suitable to the business of the customer. AGENT NOT TO COMPETE Agent, having agreed to devote Agent's whole time to Principal's business, shall not purchase or deal in [product] on Agent's own account in any way during the continuance of this agreement. Agent will not engage, directly or indirectly, either for Agent or as employee of any other party, in manufacturing, buying, selling or dealing in [product], in the territory described, for a period of [period of time], after the termination of the agency created by this agreement, without the written consent of Principal. REPAIRS AND MAINTENANCE OF PRODUCT","Sales Agency Agreement","7",64,"https://templates.business-in-a-box.com/imgs/1000px/sales-agency-agreement-D1254.png","https://templates.business-in-a-box.com/imgs/250px/1254.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1254.xml",{"title":6,"description":6},[111,113],{"label":18,"url":112},"sales-marketing",{"label":21,"url":114},"marketing-sales-contracts","sales agency agreement","/template/sales-agency-agreement-D1254",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":90,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":129},"FRANCHISE AGREEMENT This Franchise Agreement (\"Agreement\") is made and effective this [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Franchisor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FRANCHISEE NAME] (the \"Franchisee\"), an individual with his main address located at OR a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Franchisor and certain of its Affiliates own, operate and franchise [DESCRIPTION] throughout [COUNTRY] which, among other things, rent, sell and market [PRODUCT/SERVICE] to the [GENERAL PUBLIC OR COPORATIONS OR GOVERNMENT]; and WHEREAS, Franchisor and certain of its Affiliates acquire, produce, license market and sell [PRODUCT/SERVICE]; and WHEREAS, Franchisee is willing to purchase on a per Location (the terms initially capitalized in this Agreement and not otherwise defined herein shall have the respective meanings set forth in Paragraph 18 of this Agreement) basis a specified number of [PRODUCT/SERVICE]; and WHEREAS, Franchisor is willing to provide various marketing, advertising and promotional services and activities in support of Franchisee; NOW, THEREFORE, based on the above premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows: AGREEMENT TERM The term of this Agreement shall be for the period (the \"Term\"), commencing as of the date of this Agreement. Each year of the Term, as measured from the date of this Agreement, is a \"Contract Year.\" TERRITORY The territory for purposes of this Agreement with respect to [PRODUCT/SERVICE] shall be [COUNTRY], their territories and possessions (the \"Territory\"), except with respect to those [PRODUCT/SERVICE] for which Franchisee has only [COUNTRY] Distribution Rights, in which case, the Territory with respect to such [PRODUCT/SERVICE] shall be limited to [COUNTRY] and, if and to the extent Franchisor owns or controls such rights, to territories and possessions of [COUNTRY]). REVENUE SHARING Franchisee shall remit to Franchisor [%] of the net profits of its business in the form of [ROYALTIES, ETC]. [DESCRIBE IN DETAILS REVENUE SHARING BETWEEN FRANCHISOR AND FRANCHISEE]. Distribution of profits shall be made on the [DAY] of [MONTHS]. FRANCHISOR COMMITMENTS Beginning as of the date of this Agreement for [NUMBER OF LOCATIONS] located in [COUNTRY] within [NUMBER] calendar months hereafter, and for Participating Franchises within [NUMBER] calendar months hereafter, Franchisee agrees as follows: 4.1 Purchasing The following purchasing requirements shall apply to all Locations and Participating Franchises A. [FRANCHISEE REQUIREMENT] B. [FRANCHISEE REQUIREMENT] C. [FRANCHISEE REQUIREMENT] 4.2 Missing Products For each [PRODUCT TYPE] that is lost, stolen or otherwise not reasonably accounted for, for more than [SPECIFY] calendar days during the period commencing upon delivery to Franchisor's distribution center and ending on the last day of the relevant Revenue Sharing Period, Franchisee shall pay [AMOUNT] to Franchisor. For any such [PRODUCT TYPE] Franchisee will reimburse Franchisor the applicable distribution wholesale price less the applicable average Purchase Price received by Franchisee. 4.3 Payment The parties acknowledge and agree that if Franchisee fails to order [NUMBER OF UNITS] required under Paragraph 3.1, Franchisee shall pay [AMOUNT] to Franchisor, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisee failed to order. If Franchisor fails to deliver the number or units ordered by Franchisee under Paragraph 3.1, Franchisor shall pay to Franchisee, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisor failed to deliver. The parties hereto expressly agree and acknowledge that actual damages for purposes of this Subparagraph would be difficult to ascertain and that the amount set forth above represents the parties' reasonable estimate of such damages. 4.4 Marketing With respect to advertising of [PRODUCT/SERVICE], Franchisee agrees to consult with Franchisor and to keep Franchisor reasonably appraised of its marketing plans and activities and to comply with Franchisor's then-current customary marketing support policies and practices to the extent they are reasonable and practicable. Franchisor shall have the right to approve such plans, and Franchisee shall provide a timely opportunity for said approval by Franchisor. Franchisor shall exercise its approval rights in a timely and reasonable manner. Should Franchisee fail to comply in good faith with its obligations under Paragraph 3.4, Franchisor shall be entitled to give written notice to Franchisee of such failure. In no event shall Franchisor be obligated to provide such advertising which it would otherwise have been obligated to provide during such time as Franchisor's obligations hereunder were suspended because of Franchisee's failure to fulfill its obligations under this Paragraph 3.4. 4.5 Participating Franchises While Franchisee cannot guarantee that its Franchises will adopt the Agreement, Franchisee will use good faith commercially reasonable efforts to recommend adoption of the Agreement to its Franchises and anticipates a high level of adoption thereby. Franchisor hereby agrees that each Participating Franchise shall execute a letter agreement, which has been approved by Franchisee in form and substance, in favor of Franchisor, agreeing to be bound by the terms and conditions of this Agreement as if it were a party hereto (the \"Participating Franchise\"). Franchisee shall be liable for each Participating Franchise's performance of its financial obligations hereunder as if such Participating Franchise were a Location. Franchisor shall have the right to proceed against Franchisee for money only for any failure of a Participating Franchise to fully perform the financial terms and conditions of this Agreement. Participating Franchises shall be subject to the same terms and conditions under the Agreement as Locations, unless specifically designated otherwise. Implementation of the Agreement at the Franchise level and Franchise payments there under will be administered by Franchisor. 4.6 Placement Franchisee shall exercise good faith commercially reasonable efforts to maximize revenue on the [SALE OR RENTAL] of [PRODUCT/SERVICE]. At all times during the entire Revenue Sharing Period, Franchisee shall make available for [SALE OR RENTAL] at each Location all of the [PRODUCT/SERVICE] purchased for such Location. 4.7 Packing and Shipping Franchisor will be solely responsible for making [PRODUCT/SERVICE] ready for consumer [PURCHASE/RENTAL] and for shipping the [PRODUCT/SERVICE] from its distribution center to Franchisee's Locations. 4.8 Returns/Exchanges The purchase requirements set forth in Paragraph 3.1 shall not be subject to any returns by Franchisee. Franchisor will exchange defective or damaged products. Defective products shall mean those that are mechanically defective, mispackaged, physically blemished or contain extraneous material. Franchisee shall report defective or damaged products to Franchisor promptly following discovery of such defect or damage. 4.9 Location Count Franchisee will report to Franchisor on a calendar month basis the number of currently operating Locations, including Participating Franchises, non-participating Franchises, New Franchisor Locations and recently closed Locations. 4.10 Demographic Information Franchisee will provide to Franchisor, on an ongoing basis, information regarding the demographic make-up generally of Franchisee customers. COMMITMENTS 5.1 Marketing Support","Franchise Agreement","11","https://templates.business-in-a-box.com/imgs/1000px/franchise-agreement-D879.png","https://templates.business-in-a-box.com/imgs/250px/879.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#879.xml",{"title":125,"description":6},"franchise agreement",[127,128],{"label":32,"url":98},{"label":32,"url":98},"/template/franchise-agreement-D879",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":90,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":144},"Asset Purchase Agreement Your transaction description here. Table of Content 1. INTERPRETATION 5 1.1. Definitions 5 1.2. Extended Meanings 8 1.3. Interpretation Not Affected by Headings 8 1.4. Applicable Law 8 1.5. Funds 8 1.6. Financial Documents 8 1.7. Invalidity 9 1.8. Business Day 9 1.9. Preamble 9 2 PURCHASED ASSETS 9 2.1. Purchased Assets 9 2.2. Excluded Assets 10 2.3. Leases and Retention of Ownership Agreements 11 2.4. Removal of Purchased Assets 11 2.5. Forward Commitments 11 2.6. Assets Used in the Business 11 3. PURCHASE AND SALE 11 3.1. Purchase Price 11 3.2. Default 12 3.3. Balance of Price 12 3.4. Allocation of the Purchase Price 12 3.5. No Assumption of Liabilities 12 3.6. Payment of Taxes 13 3.7. Adjustments 13 3.8. Net Worth Adjustment 13 3.9. Disagreement Regarding Adjustment of Purchase Price 13 3.10. Escrow of Purchase Price 13 4. CLOSINGS AND CONDITIONS PRECEDENT TO THE SALE 14 4.1. Closing Date 14 4.2. Conditions Precedent to Closing in Favor of the Purchaser 14 4.3. Conditions Precedent to Closing in Favor of the Seller 17 4.4. Risk of Loss 17 4.5. Notification 18 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 18 5.1. Representations and Warranties of Seller 18 5.2. Representations and Warranties of the Purchaser 28 5.3. Survival 29 5.4. Indemnification of the Purchaser 29 5.5. Warranty Work 29 6. EMPLOYEES 30 6.1. List of Non-Unionized Employees 30 6.2. Employment to Non-Unionized Employees 30 6.3. Claims by Non-Unionized Employees 30 6.4. Pension Plan for Employees 30 6.5. Assumption of Collective Agreement 31 6.6. List of Unionized Employees 31 6.7. Offers to Unionized Employees 31 6.8. Short Term and Long-Term Disability 32 6.9. Benefit Plans 32 7. MUTUAL COOPERATION 32 7.1. Conduct of Business Prior to Closing 32 7.2. Access for Investigation Prior to Closing 32 7.3. Actions to Satisfy Closing Conditions 33 7.4. Transfer of Purchased Assets 33 7.5. Assistance in Judicial Claims 34 7.6. Collection of Receivables 34 7.7. Accounts Receivable 34 7.8. Differentiation of Products 35 8. MISCELLANEOUS 35 8.1. Successors and Assigns 35 8.2. Brokers 35 8.3. Legal Fees 35 8.4. Public Announcement 35 8.5. Entire Agreement 35 8.6. Notices 36 8.7. Time of Essence 36 8.8. Counterparts 36 9. GUARANTEE 36 9.1. Intervention of the Guarantor 36 9.2. Indulgence 37 9.3. Disability of Purchaser 37 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell, and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto at Section 4.1. \"Collective Agreement\" has the meaning ascribed thereto at Section 5.1.15. \"Employees\" has the meaning ascribed thereto at Section 5.1.15. \"Excluded Assets\" has the meaning ascribed thereto at Section 2.2. \"Goodwill\" has the meaning ascribed thereto in Subsection 2.1.12. \"Immovables\" has the meaning ascribed thereto in Subsection 2.1.4. \"Financial Statements\" means: the audited financial statements of the Seller relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Seller relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule 1.1a) hereto. \"Inventories\" means any product held for sale by the Seller and any materials (including components, spare parts, raw materials, work-in-process, finished products, packaging), held by the Seller in connection with the manufacturing, processing, assembly and sale of products, whether or not located on the Seller's premises, on consignment to a third party or in possession of sub-contractors, in transit or in storage. \"Letter of Credit\" means the irrevocable letter of credit issued by the [Bank] to the Seller in the amount of [AMOUNT]. \"Liabilities\" means all the liabilities, debts and obligations of the Seller whether present or future, whether pertaining to the Business, the Purchased Assets or otherwise, including, without limiting the generality of the foregoing: Liabilities under any service, management or other contract entered into by the Seller; Liabilities under any plans, programs or arrangements of any kind with respect to benefits provided to each person employed by the Seller at the Closing Date; Any Liabilities for any accidents, breach of contract, delict and quasi-delict, occupational health and safety violations, and all other types of claims and lawsuits connected with or arising out of any matter, incident, occurrence of set of facts or circumstances prior to the Closing Date; Liabilities relating to defects of any product sold at any time by the Seller prior to the Closing Date;","Purchase Agreement","37","https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-D12670.png","https://templates.business-in-a-box.com/imgs/250px/12670.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12670.xml",{"title":138,"description":6},"purchase agreement",[140,141],{"label":32,"url":98},{"label":142,"url":143},"Purchase & Sale Agreements","purchase-sale-agreement","/template/purchase-agreement-D12670",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":90,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":159},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":153,"description":6},"non disclosure agreement nda",[155,156],{"label":32,"url":98},{"label":157,"url":158},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":161,"descriptionCustom":6,"label":162,"pages":148,"size":90,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":171,"url":172},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":167,"description":6},"letter of intent_acquisition of business",[169,170],{"label":32,"url":98},{"label":32,"url":98},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",false,{"seo":175,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":248,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":503,"classification":504},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Dealership Agreement Template | Free Word Download","Free dealership agreement template covering territory rights, exclusivity, pricing, performance targets, and termination.","dealership agreement template",[15,180,181,182,183,184,185,186],"dealer agreement template","dealership contract template","dealer agreement template word","dealership agreement template free","exclusive dealership agreement","distributor dealer agreement template","dealership contract sample",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":173},"advanced",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Dealership Agreement is a legally binding contract between a manufacturer or supplier and an authorized dealer that grants the dealer the right to sell, distribute, and service the supplier's products within a defined territory. This free Word download covers exclusivity rights, pricing and discount structures, marketing obligations, performance targets, IP usage, and termination — in a single editable document you can export as PDF and execute on both sides.\n","Use it when appointing a new dealer for a product line, expanding into a new geographic territory, or formalizing an informal distribution relationship where both parties need enforceable obligations in writing. It is equally critical for renewing or replacing an expiring dealer arrangement where territory rights and performance terms need to be reset.\n","Appointment and territory clause, product and pricing schedule, exclusivity terms, performance targets and minimum purchase commitments, marketing and branding obligations, IP license, reporting requirements, termination and post-termination obligations, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Manufacturers and brand owners","Appointing regional dealers to sell and service their product line","persona-manufacturer",{"title":204,"use_case":205,"icon_asset_id":206},"Wholesale distributors","Formalizing downstream dealer relationships with territory protections","persona-distributor",{"title":208,"use_case":209,"icon_asset_id":210},"Automotive suppliers","Establishing franchised dealer networks with performance requirements","persona-automotive-supplier",{"title":212,"use_case":213,"icon_asset_id":214},"Franchise-model businesses","Defining product resale rights and territorial exclusivity for franchisees","persona-franchise-applicant",{"title":216,"use_case":217,"icon_asset_id":218},"International exporters","Appointing exclusive in-country dealers to handle import, sales, and after-sales service","persona-international-employer",{"title":220,"use_case":221,"icon_asset_id":222},"Technology hardware vendors","Authorizing value-added resellers to distribute and support hardware within defined regions","persona-startup-founder",[224,228,232,235,239,242,245],{"situation":225,"recommended_template":226,"slug":227},"Granting a single dealer sole rights to a territory","Exclusive Dealership Agreement","dealership-agreement-D1238",{"situation":229,"recommended_template":230,"slug":231},"Appointing multiple dealers in the same territory","Non-Exclusive Dealership Agreement","non-exclusive-distribution-agreement-D12744",{"situation":233,"recommended_template":88,"slug":234},"Engaging a distributor who resells to sub-dealers rather than end users","distribution-agreement-D12544",{"situation":236,"recommended_template":237,"slug":238},"Authorizing a reseller to bundle and add value to a software product","Value-Added Reseller (VAR) Agreement","reseller-agreement-D5202",{"situation":240,"recommended_template":119,"slug":241},"Licensing a brand to an operator who follows a defined business model","franchise-agreement-D879",{"situation":243,"recommended_template":103,"slug":244},"Appointing a sales agent who earns commission but does not take title to goods","sales-agency-agreement-D1254",{"situation":246,"recommended_template":132,"slug":247},"Formalizing a one-time product purchase rather than an ongoing deal relationship","purchase-agreement-D12670",[249,252,255,258,261,264,267,270,273,276,279,282],{"term":250,"definition":251},"Dealer Territory","The defined geographic area within which the dealer is authorized to sell and distribute the supplier's products.",{"term":253,"definition":254},"Exclusivity","A contractual promise by the supplier not to appoint any other dealer within the same territory for the same product line.",{"term":256,"definition":257},"Minimum Purchase Commitment","The minimum dollar or unit volume the dealer must order from the supplier in each contract period to retain territory rights.",{"term":259,"definition":260},"Suggested Retail Price (SRP)","The price the supplier recommends the dealer charge end customers — the dealer is typically free to deviate, subject to local competition law.",{"term":262,"definition":263},"Resale Price Maintenance (RPM)","A supplier's attempt to fix the price at which a dealer resells products — generally prohibited under competition law in most jurisdictions.",{"term":265,"definition":266},"Marketing Development Fund (MDF)","A pool of funds provided or co-funded by the supplier to reimburse the dealer for approved local advertising and promotional activities.",{"term":268,"definition":269},"Authorized Products","The specific products or product lines listed in the agreement that the dealer is permitted to sell under the dealership arrangement.",{"term":271,"definition":272},"Trademark License","Permission granted by the supplier for the dealer to use the supplier's brand names, logos, and marks solely to market and sell the authorized products.",{"term":274,"definition":275},"Gray Market","Products sold through unauthorized channels or imported outside the supplier's official distribution network, often undercutting authorized dealer pricing.",{"term":277,"definition":278},"Post-Termination Tail","A defined period after the agreement ends during which certain obligations — such as confidentiality, non-solicitation, or stock return rights — continue to apply.",{"term":280,"definition":281},"Right of First Refusal","A clause giving the supplier the option to repurchase unsold inventory from a dealer at cost before the dealer may sell it to third parties on termination.",{"term":283,"definition":284},"Performance Review Period","A scheduled interval — typically quarterly or annually — at which the supplier assesses whether the dealer has met agreed sales targets and minimum commitments.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Appointment and authorized territory","Identifies the dealer, defines the exact geographic territory, lists the authorized products, and states whether the appointment is exclusive or non-exclusive.","[SUPPLIER NAME] hereby appoints [DEALER NAME] as its [exclusive / non-exclusive] authorized dealer for the sale and distribution of the Authorized Products within the territory of [TERRITORY DESCRIPTION] ('Territory'), commencing [START DATE].","Describing the territory vaguely — for example, 'the northeastern region' instead of listing specific states or postal codes. Ambiguous territory definitions are the single most litigated clause in dealership disputes.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Product schedule and pricing","Lists the specific products the dealer may sell, the wholesale price or discount off SRP, and the mechanism for updating prices with advance notice.","The Authorized Products and applicable Dealer Pricing are set out in Schedule A, which may be updated by [SUPPLIER NAME] with no less than [30] days' written notice. Dealer shall not resell Authorized Products below [X]% of the then-current SRP without prior written approval.","Locking specific prices into the contract body instead of a separately updatable schedule. When supplier costs change, the main contract must be amended rather than simply issuing a new schedule.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Exclusivity and non-compete obligations","States whether the dealer has exclusive rights in the territory, and whether the dealer must refrain from selling competing products during the term.","During the Term, [SUPPLIER NAME] shall not appoint any other dealer for the Authorized Products within the Territory. Dealer agrees not to directly or indirectly market, distribute, or sell any Competing Products [as defined in Schedule B] within the Territory without prior written consent.","Granting exclusivity without a corresponding minimum purchase commitment. An exclusive territory with no performance floor locks the supplier out of the territory regardless of the dealer's effort.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Minimum purchase commitments and performance targets","Sets the minimum units or dollar value the dealer must purchase each period and the performance metrics — market share, customer satisfaction scores — the dealer must meet to retain the appointment.","Dealer shall purchase no less than [X UNITS / $X] of Authorized Products per [quarter / year] ('Minimum Commitment'). Failure to meet the Minimum Commitment in any two consecutive periods entitles [SUPPLIER NAME] to convert the appointment from exclusive to non-exclusive upon [30] days' notice.","Setting a single annual commitment with no quarterly checkpoints. A dealer can miss the target for three quarters and catch up in Q4 — the supplier has no mechanism to act earlier.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Marketing, branding, and MDF","Obligates the dealer to actively promote the supplier's brand within the territory, sets standards for how the supplier's trademarks may be used, and defines any co-op marketing fund available to the dealer.","Dealer shall spend no less than [X]% of annual Dealer net revenue on marketing the Authorized Products within the Territory. [SUPPLIER NAME] shall contribute a Marketing Development Fund of up to $[X] per [quarter], reimbursable against approved activities per the MDF Policy in Schedule C.","Omitting brand usage guidelines from the agreement entirely and relying on verbal direction. Unauthorized trademark use by a dealer can weaken the supplier's brand protection in disputes with third parties.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Ordering, delivery, and inventory","Sets out the purchase order process, lead times, delivery terms (Incoterms for cross-border deals), minimum stocking requirements, and who bears the risk of loss in transit.","Dealer shall submit purchase orders in writing with no less than [X] days' lead time. Delivery terms are [FOB / CIF / DDP] [LOCATION]. Dealer shall maintain a minimum inventory of [X] units of each Authorized Product at all times.","Omitting Incoterms entirely on cross-border arrangements. Without a defined delivery term, risk of loss in transit is disputed by both parties when goods are damaged or delayed in customs.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Intellectual property license","Grants the dealer a limited, non-transferable license to use the supplier's trademarks, logos, and marketing materials solely to sell the authorized products, and makes clear that no IP ownership passes to the dealer.","[SUPPLIER NAME] grants Dealer a limited, non-exclusive, non-transferable license to use the Marks solely in connection with the marketing and sale of Authorized Products within the Territory during the Term. Dealer acquires no ownership interest in any Mark or other intellectual property of [SUPPLIER NAME].","No IP reversion clause on termination. Without it, a terminated dealer may continue using the supplier's trademarks — creating consumer confusion and potentially diluting the brand.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Reporting and audit rights","Requires the dealer to submit regular sales reports and gives the supplier the right to audit the dealer's books to verify performance against targets and pricing compliance.","Dealer shall provide [SUPPLIER NAME] with monthly sales reports in the format prescribed in Schedule D within [10] business days of month-end. [SUPPLIER NAME] may audit Dealer's relevant records upon [15] days' written notice, no more than once per calendar year.","No audit right at all, or one that requires 90 days' notice. Without a realistic audit mechanism, minimum purchase commitments and pricing compliance are unverifiable.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Term, termination, and consequences","States the initial term, renewal conditions, notice periods for termination with and without cause, and what happens to inventory, IP, and customer relationships after termination.","This Agreement commences on [START DATE] and continues for [X] year(s) ('Initial Term'), renewing automatically for successive [1]-year periods unless either party gives [90] days' written notice. [SUPPLIER NAME] may terminate immediately for cause including material breach, insolvency, or conviction of a relevant offence. On termination, Dealer shall cease all use of the Marks and [SUPPLIER NAME] may exercise its right of first refusal over remaining inventory at Dealer's landed cost.","No post-termination inventory repurchase right. A terminated dealer sitting on $200,000 of branded inventory can dump it through gray market channels, undercutting the supplier's replacement dealer before they launch.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — and where.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / ICC / LCIA] in [CITY], conducted in [LANGUAGE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to where the dealer operates. Several jurisdictions — particularly EU member states — apply mandatory dealer-protection statutes regardless of any contractual choice of law.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify parties and define the authorized territory precisely","Enter both parties' full registered legal names and addresses. Define the territory using specific geographic identifiers — country, state, province, or a list of postal codes — not directional descriptions like 'the south' or 'the western region.'","Attach a map exhibit if the territory boundary is not a standard administrative division. A visual boundary eliminates ambiguity in later disputes.",{"step":343,"title":344,"description":345,"tip":346},2,"Complete the product and pricing schedule","List every authorized product by SKU or model number in Schedule A. Enter the wholesale price or discount percentage off SRP for each product and the notice period the supplier must give before changing prices.","Keep pricing in a separate schedule, not the contract body — this lets you update prices by issuing a new schedule rather than amending the main agreement.",{"step":348,"title":349,"description":350,"tip":351},3,"Choose exclusivity terms and match them to performance commitments","Decide whether the appointment is exclusive or non-exclusive. If exclusive, set minimum purchase commitments with quarterly checkpoints and specify what happens — non-exclusive conversion or termination — if the dealer misses two consecutive periods.","Exclusivity without a performance floor is a commercial trap for the supplier. Every exclusive territory must have a measurable commitment attached.",{"step":353,"title":354,"description":355,"tip":356},4,"Set performance targets and review periods","Define annual and quarterly minimum purchase volumes or revenue targets. Add at least one quarterly performance review date in the calendar and specify the written notice process if targets are missed.","Express targets in units and dollars. Unit targets catch volume-padding through discounting; dollar targets protect revenue.",{"step":358,"title":359,"description":360,"tip":361},5,"Define marketing obligations and MDF terms","State the percentage of net revenue the dealer must spend on local marketing. If a Marketing Development Fund applies, define the annual or quarterly cap, the approval process, and the reimbursement timeline.","Require pre-approval for all MDF-funded activities to prevent reimbursement claims for unapproved spend.",{"step":363,"title":364,"description":365,"tip":366},6,"Draft the IP license and brand-use restrictions","Grant a limited, non-transferable trademark license tied to the term. Attach brand guidelines as an exhibit and include an explicit reversion clause requiring the dealer to stop using all marks immediately on termination.","Include a clause requiring the dealer to update directory listings, website copy, and signage within 30 days of termination to prevent residual brand confusion.",{"step":368,"title":369,"description":370,"tip":371},7,"Complete the term, termination, and inventory provisions","Set the initial term (typically 1–3 years), automatic renewal conditions, notice periods for termination with and without cause, and the supplier's right of first refusal over remaining inventory on termination.","In jurisdictions with dealer-protection statutes (many US states, EU, Canada), statutory notice minimums may override contractual notice periods — confirm before setting the termination clause.",{"step":373,"title":374,"description":375,"tip":376},8,"Select governing law and dispute resolution mechanism","Choose a governing law that has a real connection to where the dealer operates. Decide between arbitration (confidential, faster for cross-border) and litigation. Specify the seat, language, and institutional rules.","For international deals, institutional arbitration (ICC, LCIA, or AAA-ICDR) is almost always preferable to litigation — enforcement of court judgments across borders is far more complex than enforcement of arbitral awards under the New York Convention.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Vague territory description","Phrases like 'the Pacific Northwest' or 'Central Europe' have no legal precision. When a new dealer is appointed in an adjacent area, the first dealer claims overlap and litigation follows.","Define territory by specific country, state, province, or postal code list and attach a map exhibit as a schedule to the agreement.",{"mistake":383,"why_it_matters":384,"fix":385},"Exclusive territory with no minimum purchase commitment","Without a performance floor, the supplier is contractually locked out of the territory even if the dealer makes no effort to sell, potentially for years.","Tie every exclusive appointment to quarterly minimum purchase volumes. Include a conversion clause that downgrades the territory to non-exclusive automatically on two consecutive shortfalls.",{"mistake":387,"why_it_matters":388,"fix":389},"Prices embedded in the contract body","When wholesale prices change — as they do annually for most product lines — every price change requires a formal contract amendment, creating administrative burden and often triggering renegotiation of unrelated terms.","Move all pricing to a separately referenced schedule that the supplier can update on defined notice (typically 30 days) without amending the main agreement.",{"mistake":391,"why_it_matters":392,"fix":393},"No post-termination inventory repurchase right","A terminated dealer with significant branded stock can sell it through unauthorized channels, undercut the replacement dealer, and damage the brand in the territory for months.","Include a right of first refusal entitling the supplier to repurchase all unsold authorized products at the dealer's landed cost within 30 days of termination.",{"mistake":395,"why_it_matters":396,"fix":397},"No IP reversion clause on termination","Without explicit reversion language, a terminated dealer may continue using the supplier's trademarks on signage, websites, and social media — creating consumer confusion and diluting brand protection.","Require the dealer to cease all use of the supplier's marks immediately on termination and to update all public-facing materials within a defined period, typically 30 days.",{"mistake":399,"why_it_matters":400,"fix":401},"Ignoring mandatory dealer-protection statutes","Many US states, EU member states, and Canadian provinces have dealer-protection or franchise laws that impose minimum notice periods, goodwill compensation, and inventory repurchase obligations regardless of what the contract says — breaching them exposes the supplier to statutory penalties.","Research the mandatory dealer-protection laws in every jurisdiction where a dealer operates before finalizing termination and notice-period clauses. Have local counsel review the agreement for each jurisdiction.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a dealership agreement?","A dealership agreement is a contract between a manufacturer or supplier and an authorized dealer that grants the dealer the right to sell, distribute, and service the supplier's products within a defined territory. It sets out pricing, exclusivity, performance targets, marketing obligations, IP usage rights, and the conditions for terminating the relationship. It creates enforceable obligations on both parties and replaces informal understandings as the governing document for the distribution relationship.\n",{"question":407,"answer":408},"What is the difference between a dealership agreement and a distribution agreement?","A dealer typically sells directly to end consumers or businesses within a defined territory and often provides after-sales service. A distributor buys in bulk from the supplier and resells to sub-dealers or retailers rather than end users. Distributors take title to goods and carry inventory risk; agents do not. A distribution agreement governs the wholesale relationship between supplier and distributor, while a dealership agreement governs the retail or end-user-facing relationship. Many supply chains use both.\n",{"question":410,"answer":411},"What should a dealership agreement include?","At minimum: the parties' legal names, an exact territory definition, a list of authorized products and pricing schedule, exclusivity terms, minimum purchase commitments with consequences for non-performance, marketing and branding obligations, a limited trademark license, ordering and delivery terms, reporting and audit rights, term and termination provisions including post-termination inventory and IP obligations, and governing law and dispute resolution. Missing any of these creates gaps courts or arbitrators will fill with jurisdiction-specific defaults.\n",{"question":413,"answer":414},"Can a dealership agreement be terminated early?","Yes, most dealership agreements allow termination for cause — such as material breach, insolvency, or failure to meet performance targets — on shorter notice or immediately. Termination without cause typically requires a notice period of 30 to 90 days depending on the agreement and the jurisdiction. In many US states, Canada, and the EU, mandatory dealer-protection statutes impose minimum notice periods that override shorter contractual terms, and some require compensation for goodwill on termination regardless of the contract's provisions.\n",{"question":416,"answer":417},"Is exclusivity enforceable in a dealership agreement?","Exclusivity clauses are generally enforceable when the territory is precisely defined and the dealer has corresponding performance obligations. Courts and competition regulators look critically at exclusive arrangements that foreclose competition in a substantial market segment. In the EU, exclusive distribution agreements must comply with the Vertical Block Exemption Regulation. In the US, exclusive dealing arrangements are assessed under antitrust law — particularly where the supplier has significant market share. Seek legal advice before granting broad exclusivity in any major market.\n",{"question":419,"answer":420},"What are minimum purchase commitments in a dealership agreement?","Minimum purchase commitments are the contractual floor of orders the dealer must place with the supplier in each period — typically expressed as a unit count or dollar value per quarter or year. They protect the supplier from being locked out of an exclusive territory by an underperforming dealer. Consequences for missing commitments typically include conversion of an exclusive territory to non-exclusive, a right of termination for cause, or both. Setting quarterly rather than only annual checkpoints gives the supplier earlier remedies.\n",{"question":422,"answer":423},"Do I need a lawyer to draft a dealership agreement?","For straightforward domestic dealer appointments within a single state or province, a high-quality template is a solid starting point. Engage a lawyer when the deal involves cross-border distribution, exclusive territories in jurisdictions with mandatory dealer-protection statutes, significant product liability exposure, or material IP licensing components. A 2–3 hour legal review typically costs $600–$1,500 and is worthwhile for any appointment covering a territory with meaningful annual revenue.\n",{"question":425,"answer":426},"What happens to unsold inventory when a dealership agreement ends?","Without a specific provision, the dealer retains the inventory and may sell it however they choose — including through unauthorized channels. A well-drafted agreement includes a supplier right of first refusal to repurchase unsold authorized products at the dealer's landed cost within a defined window, typically 30 days after termination. Some jurisdictions impose a statutory obligation on suppliers to repurchase inventory on termination without cause, regardless of what the contract says.\n",{"question":428,"answer":429},"What governing law should I choose for an international dealership agreement?","Choose a governing law with a genuine connection to one of the parties or the territory of performance. For international deals, neutral jurisdictions with well-developed commercial law — England and Wales, New York, or Singapore — are commonly chosen. Be aware that several jurisdictions apply mandatory dealer-protection or franchise statutes regardless of any contractual choice of law, so the chosen law governs the contract's interpretation but may not override local statutory protections for the dealer.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Automotive","industry-automotive","Franchise dealer networks require detailed facility standards, warranty service obligations, manufacturer-mandated pricing floors, and statutory dealer-protection laws that vary significantly by US state.",{"industry":436,"icon_asset_id":437,"specifics":438},"Manufacturing","industry-manufacturing","Industrial equipment dealers often carry spare-parts stocking requirements, certified technician obligations, and warranty repair protocols that must be incorporated into the performance and service sections.",{"industry":440,"icon_asset_id":441,"specifics":442},"Technology / Hardware","industry-saas","Value-added resellers and hardware dealers need clear IP license scope covering demo units and bundled software, plus data-security and customer-privacy obligations tied to product registration and support portals.",{"industry":444,"icon_asset_id":445,"specifics":446},"Consumer Goods / Retail","industry-retail","Retail dealer agreements must address planogram compliance, seasonal minimum orders, return and markdown allowances, and co-branded promotional materials — and must avoid resale price maintenance provisions that breach competition law.",[448,451,454,457],{"vs":88,"vs_template_id":449,"summary":450},"distribution-agreement-D1242","A distribution agreement governs a wholesaler who buys in bulk from the supplier and resells to sub-dealers or retailers rather than end users. A dealership agreement governs a dealer who sells directly to end consumers or businesses and often provides after-sales service. The key distinction is who the dealer's customer is — another business in the supply chain or the end user of the product.",{"vs":103,"vs_template_id":452,"summary":453},"sales-agency-agreement-D1240","A sales agent solicits orders on behalf of the supplier but never takes title to the goods — the supplier contracts directly with the end customer and pays the agent a commission. A dealer buys the products outright, takes title, and carries inventory risk. Agency relationships have significant tax and employment-law implications in the EU and UK that dealer relationships typically do not.",{"vs":119,"vs_template_id":455,"summary":456},"franchise-agreement-D1244","A franchise agreement licenses both a brand and a complete business system — operating procedures, training, marketing, and quality standards — in exchange for ongoing royalties. A dealership agreement licenses only the right to sell specific products in a territory and does not typically impose a full operating system on the dealer. Franchise relationships are also subject to dedicated franchise disclosure laws in the US, Canada, and Australia that dealership agreements are not.",{"vs":132,"vs_template_id":458,"summary":459},"purchase-agreement-D1404","A purchase agreement governs a single transaction — one buyer purchasing a defined quantity of goods from a seller on agreed terms. A dealership agreement creates an ongoing relationship authorizing repeated purchases, territory exclusivity, and performance obligations over a defined term. Use a purchase agreement for one-off or spot transactions; use a dealership agreement when you need a structured, multi-year distribution relationship.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Domestic dealer appointments in a single jurisdiction with straightforward territory and standard pricing","Free","1–2 hours",{"best_for":466,"cost":467,"time":468},"Exclusive territory appointments, cross-border deals, or jurisdictions with known dealer-protection statutes","$600–$1,500","3–5 business days",{"best_for":470,"cost":471,"time":472},"Multi-territory international dealer networks, automotive or regulated-industry franchised dealers, or agreements with material IP licensing and product liability exposure","$3,000–$10,000+","2–4 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","More than 20 US states have franchise or dealer-protection statutes that impose mandatory notice periods, cause requirements for termination, and inventory repurchase obligations — regardless of the contract's terms. Automotive dealers are additionally protected by state franchise laws that severely restrict manufacturer termination rights. Resale price maintenance is a per se antitrust violation under federal law; suggested retail prices must be genuinely non-binding.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Several Canadian provinces — including Ontario, Alberta, and Prince Edward Island — have enacted Arthur Wishart Act-style franchise disclosure legislation that may apply to certain dealership arrangements. Common-law good faith obligations in contract performance are more actively enforced in Canada than in most US states. Quebec's Civil Code applies to dealer agreements with Quebec-based dealers and may impose obligations not found in common-law provinces. Minimum notice for termination without cause is assessed against the length and nature of the relationship.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","Post-Brexit, the UK applies its own Vertical Agreements Block Exemption Order (VABEO), which follows EU principles but operates independently. Commercial agents (but not dealers who take title to goods) are protected by the Commercial Agents Regulations 1993, which entitle agents to compensation or indemnity on termination — a distinction that makes the dealer vs. agent classification critically important. English courts will generally enforce a chosen governing law clause between commercial parties.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","EU Vertical Block Exemption Regulation (VBER) 2022 governs the legality of exclusivity, non-compete, and territorial restriction clauses in dealer agreements — both parties must have market shares below 30% for the block exemption to apply automatically. Several EU member states have mandatory dealer-protection or commercial agent statutes that require goodwill compensation or minimum notice regardless of the contract. GDPR obligations must be addressed where dealer operations involve processing EU consumer personal data.",[234,244,241,247,495,496,497,498,499,500,501,502],"non-disclosure-agreement-nda-D12692","letter-of-intent_acquisition-of-business-D5197","service-agreement-D12711","independent-contractor-agreement-D160","trademark-license-agreement-D5230","exclusive-sales-territory-agreement-D12828","master-service-agreement-D12657","supply-agreement-D918",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":98,"secondary_folder":505,"document_type":506,"industry":507,"business_stage":508,"tags":509,"confidence":514},"distribution-and-channel","agreement","general","all-stages",[510,511,512,513],"dealership-agreement","distribution","channel-partner","territory-exclusivity",0.95,"\u003Ch2>What is a Dealership Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Dealership Agreement\u003C/strong> is a legally binding contract between a manufacturer or supplier and an authorized dealer that grants the dealer the right to sell, distribute, and service the supplier's products within a precisely defined territory. It establishes the commercial and legal framework for the entire distribution relationship — covering territorial exclusivity, wholesale pricing, minimum purchase commitments, marketing obligations, trademark usage, and the conditions under which either party may exit the arrangement. Unlike a simple purchase order or informal reseller relationship, a properly drafted dealership agreement creates enforceable performance obligations on both sides and provides the supplier with meaningful remedies — including territory conversion or termination — when a dealer underperforms.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written dealership agreement, the rights and obligations of both parties exist only in emails, verbal understandings, and custom — and courts fill those gaps with jurisdiction-specific defaults that rarely favor the supplier. A dealer who operates without a formal agreement may claim implied exclusivity, demand compensation for goodwill on exit, or continue using your brand name and trademarks after the relationship ends. Conversely, a supplier who terminates an informal dealer arrangement without documented cause or proper notice faces statutory penalties in more than 20 US states, every Canadian province with dealer-protection legislation, and across the EU. A signed dealership agreement, executed before the dealer begins operating, closes these exposures: it defines the territory with legal precision, ties exclusivity to measurable performance, protects your IP with an explicit reversion clause on termination, and gives both parties a clear, enforceable roadmap from appointment through exit. This template gives you a professionally structured starting point you can adapt in under two hours — and that a lawyer can review for jurisdiction-specific refinements in a single session.\u003C/p>\n",1779808894795]