[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-market-development-program-D1364":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"This document assists the business in creating an effective and profitable marketing approach.",null,"Market Development Program","1",513,"xls","https://templates.business-in-a-box.com/imgs/1000px/market-development-program-D1364.png","https://templates.business-in-a-box.com/imgs/250px/1364.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1364.xml",{"title":15,"description":6},"market development 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Conditions","/template/affiliate-program-terms-and-conditions-D13597","https://templates.business-in-a-box.com/imgs/250px/13597.png",{"label":49,"url":50,"thumb":51,"extension":43},"Diversity Supplier Program Policy","/template/diversity-supplier-program-policy-D13656","https://templates.business-in-a-box.com/imgs/250px/13656.png",{"label":53,"url":54,"thumb":55,"extension":43},"Employee Assistance Program Policy","/template/employee-assistance-program-policy-D13665","https://templates.business-in-a-box.com/imgs/250px/13665.png",{"label":57,"url":58,"thumb":59,"extension":43},"Employee Recognition Program Policy","/template/employee-recognition-program-policy-D13674","https://templates.business-in-a-box.com/imgs/250px/13674.png",{"label":61,"url":62,"thumb":63,"extension":43},"Employee Referral Program Policy","/template/employee-referral-program-policy-D13676","https://templates.business-in-a-box.com/imgs/250px/13676.png",{"label":65,"url":66,"thumb":67,"extension":43},"Health and Wellness Program Policy","/template/health-and-wellness-program-policy-D13702","https://templates.business-in-a-box.com/imgs/250px/13702.png",{"label":69,"url":70,"thumb":71,"extension":43},"Training and Development Policy","/template/training-and-development-policy-D13793","https://templates.business-in-a-box.com/imgs/250px/13793.png",{"label":73,"url":74,"thumb":75,"extension":43},"Market Study Outline","/template/market-study-outline-D1352","https://templates.business-in-a-box.com/imgs/250px/1352.png",{"label":77,"url":78,"thumb":79,"extension":43},"Worksheet Target Market","/template/worksheet-target-market-D1358","https://templates.business-in-a-box.com/imgs/250px/1358.png",{"label":81,"url":82,"thumb":83,"extension":43},"Professional Development Reimbursement Policy","/template/professional-development-reimbursement-policy-D13752","https://templates.business-in-a-box.com/imgs/250px/13752.png",{"label":85,"url":86,"thumb":87,"extension":43},"How to Develop a Staff Training Program","/template/how-to-develop-a-staff-training-program-D12571","https://templates.business-in-a-box.com/imgs/250px/12571.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":9,"extension":43,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":101},"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","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":96,"description":6},"distribution agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":33,"url":99},"/template/distribution-agreement-D12544",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":9,"extension":43,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":115},"SILENT PARTNER AGREEMENT This Silent Partner Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [GENERAL PARTNER NAME], (the \"General Partner\"), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SILENT PARTNER NAME], (the \"Silent Partner\") an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively referred to as \"Parties\" or \"Partners\" and individually referred to as their respective names. WHEREAS, the Silent Partner has shown an interest in joining the business venture silently and the General Partner has accepted this partnership proposal; WHEREAS, the Partners desire to enter into this Silent Partner Agreement as the most advantageous business form for their mutual purposes; WHEREAS, this Agreement sets forth in the terms and conditions as to how they shall be the Partners. WHEREAS, the Partners hereto agree to form a partnership (the \"Partnership\") under the laws of the [State/Province] of [STATE/PROVINCE]. NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS: NAME OF THE PARTNERSHIP The business partnership will be known as [PARTNERSHIP NAME] (the \"Partnership\"). However, the business of the Partnership may be conducted, in compliance with all applicable laws, under any other name determined to be appropriate or advisable by the General Partner(s). The Partnership's primary place of business will be [ADDRESS]. PURPOSE Subject to the limitations set forth in this Agreement, the purpose of the Partnership is to engage in the business of [PURPOSE OF BUSINESS]. FORMATION AND TERM By this Agreement, the Partners enter into a general Partnership in accordance with the laws of [STATE/PROVINCE]. The rights and obligations of the Partners shall be as stated in the Partnership Act of [STATE/PROVINCE], except as otherwise provided herein. The Partnership shall commence on the Effective Date and shall continue thereafter until lawfully terminated. INTERESTS IN CONTRIBUTION No Partner's contribution to the capital of the Partnership shall bear interest in his or her favor. All interest earned on any contribution shall be payable in its entirety to the Partnership capital account. OWNERSHIP INTEREST IN THE PARTNERSHIP General Partner: [SPECIFY PERCENTAGE] % Silent Partner: [SPECIFY PERCENTAGE] % The Partners' authority will be defined by the following unless otherwise stated in the Agreement: All decisions for contract or otherwise will be made based on a majority vote of percent of ownership among General Partners. Each Partner will have the authority based on their percent ownership outlined above in the Agreement. CONTRIBUTION The Silent Partner shall contribute [SPECIFY AMOUNT] to the Partnership via [SPECIFY MODE AND TIME]. DUTIES OF GENERAL PARTNER The General Partner shall: Provide leadership; Build an effective management team; Manage the finances of the Partnership; Recruit and retain staff; Ensure the firm deals effectively with risk management; Deal with Partner issues; Participate in the decision making on insurance and benefits; Take an active role in people development; Provide strategic planning and vision; Be a catalyst for growth and expansion. DUTIES OF THE SILENT PARTNER The Partners agree that the Silent Partner shall be \"silent\" in the Partnership. The Silent Partner(s) shall not participate in or interfere in the operation of the Partnership and are not restricted from engaging in any other business or from entering any other partnerships. The Silent Partner(s) shall not be personally liable for any debts or other obligations of the Partnership. The Silent Partner shall treat confidentially the existence and the contents of the Silent Partner's interests in accordance with the confidentiality regulations. PROFIT AND LOSS All Partners, including the Silent Partner, shall share all items of income, gain, loss, deduction, or credit equally. Profits and losses shall be computed in accordance with generally accepted accounting principles, consistently applied. LIMITATION OF LIABILITY OF SILENT PARTNER The Silent Partner shall have the personal liability of any kind for any debts, liabilities, or other obligations of the Partnership. PARTNER ACCOUNTS A fixed capital account, a current account, a profit reserve account and a profit netting account shall be kept for the Silent Partner. The Silent Partner's contributions are fixed contributions which are entered in the fixed capital account, and which constitute the capital interests of the Silent Partner. Withdrawable profit claims, withdrawals, interest on such account and other payment transactions between the Silent Partner and the General Partner will be entered in the current accounts. The balances on the current accounts are liabilities and/or claims of the Silent Partner and of the General Partner. The accounts shall bear interest at a rate of [PERCENTAGE] % per annum calculated on an equated basis. Non-withdrawable profit claims will be entered in the profit reserve accounts. The accounts shall bear interest at a rate of [PERCENTAGE] % per annum calculated on an equated basis. These accounts do not constitute liabilities of the General Partner. However, in the event of liquidation of the General Partner, they vest a claim for preferential payment and may be transferred only together with the Silent Partner's interest. FISCAL YEAR The fiscal year of the Agreement shall end on the [DAY] day of [MONTH] each year. SALARIES As compensation for his or her services in and to the Partnership business, the Silent Partner shall be entitled to such salaries as shall be determined unanimously by the Partners, keeping in mind the designation and responsibility of each Partner. AUDIT Any of the Partners shall have the right to request an audit of the Partnership books. The cost of the audit shall be borne by the Partnership. The audit shall be performed by an accounting firm acceptable to all the Partners. Not more than one (1) audit shall be required by any or all of the Partners for any fiscal year. ANNUAL REPORT As soon as practicable after the close of each fiscal year, the General Partner shall furnish to the Silent Partner, an annual report showing a full and complete account of the condition of the Partnership. This report shall consist of at least the following documents: A statement of all information as shall be necessary for the preparation of the Partners' income or other tax returns, and any additional information that the Silent Partner may require. TRANSFER OF PARTNERSHIP INTEREST The Partners shall not in any way voluntarily alienate their interest in the Agreement or its assets without the unanimous consent of the other Partner and without exercising the Rights of First Refusal of the present Agreement. Any such prohibited transfer, if attempted, shall be void and without force or effect. RIGHT OF FIRST REFUSAL. If, at any time during the term of this Agreement, any Partner shall, in response to a bona fide offer to purchase all or part of its interest in the Partnership firm from a third party, desire to sell or otherwise dispose of such interest, it shall notify the other Partners in writing of the party to whom it desires to sell such interest and the price at which and the terms upon which it desires to sell the same, and the other Partners shall, within 30 days of receipt of the notice, notify the Selling Partner in writing whether it wishes to purchase such interest at the price and on the terms set forth in the notice","Silent Partner Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/silent-partner-agreement-D13394.png","https://templates.business-in-a-box.com/imgs/250px/13394.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13394.xml",{"title":110,"description":6},"silent partner agreement",[112],{"label":113,"url":114},"Business Plan Kit","business-plan-kit","/template/silent-partner-agreement-D13394",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":43,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":131,"url":132},"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},[126,128],{"label":18,"url":127},"sales-marketing",{"label":129,"url":130},"Marketing & Sales Contracts","marketing-sales-contracts","sales agency agreement","/template/sales-agency-agreement-D1254",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":43,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":145,"url":146},"RESELLER AGREEMENT This Reseller 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: [RESELLER NAME] (the \"Reseller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, lease and install Company products (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Products Covered Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Products; provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Products to any Sub-reseller, and Products are further resold, the final end-user may not receive Company warranty or technical support. Sales Outside Territory Reseller shall in no way market, distribute, export, sell, lease or install Company Products outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF RESELLER Marketing and Product Support Reseller shall use reasonable efforts to market and sell Company Products in the Territory and shall comply with the policies, programs, and requirements regarding marketing and product support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. Reseller shall not, without prior written authorization from Company, resell Company Products in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any product from Reseller. Advertising Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Customer Support and Service Reseller Shall: Supply Company with such data as Company requests regarding Reseller's sales to customers for Company's own reporting purposes; Participate fully in Company campaigns to notify customers of any retrofit or recall of Company Products; Use only Company-approved spare parts for any repair, servicing and maintenance of Company Products it provides under warranty; Comply with laws and regulations applicable to \"used\" or returned merchandise and never refurbish, place in inventory, or resell as \"new\" any Company Products returned to Reseller for post-sale repair; and Instruct its customers on how to obtain replacement parts under warranty, including, when Reseller wants its customers to contact Company directly, the use of Company's Return Merchandise Authorization (\"RMA\") procedures. Observance of Company Policies Company will keep Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, Reseller agrees to simultaneously purchase from Company the Products set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Reseller's Warehouse All Products shipped to Reseller shall be maintained in Reseller's warehouse facility in [STATE/PROVINCE] and shall be insured against any damage or loss. The Products purchased in the Initial Purchase shall be shipped to such warehouse. Security Interest Reseller agrees that all Products sold to Reseller hereunder shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Products. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] (\"[SPECIFY]\") to Reseller. Reseller will not sell, offer for sale or solicit sales for products of any [SPECIFY] manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Supply of Company Products Company shall endeavor to manufacture, assemble and ship Company Products to Reseller in a timely manner. Should shortages occur, Company may allocate its production as it deems appropriate, may delay or stop shipments, and may send partial shipments with prior notice. Company shall not be liable to Reseller for any failure to supply quantities of Company Products agreed upon with Reseller. Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY PRODUCTS Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Products during the term of this Agreement. Media for Orders Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Products commences, whichever occurs first. Orders Reseller may deliver a Purchase Order to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the Purchase Order by Company. Company shall accept all Purchase Order's by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each Purchase Order shall be deemed an offer by Reseller to purchase the Company Products listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the Purchase Order and this Agreement. If a conflict arises between the two, this Agreement shall take precedence.","Reseller Agreement","18",134,"https://templates.business-in-a-box.com/imgs/1000px/reseller-agreement-D5202.png","https://templates.business-in-a-box.com/imgs/250px/5202.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5202.xml",{"title":6,"description":6},[143,144],{"label":33,"url":99},{"label":33,"url":99},"reseller agreement","/template/reseller-agreement-D5202",{"description":148,"descriptionCustom":6,"label":149,"pages":150,"size":151,"extension":43,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":161,"url":162},"TRADEMARK LICENSE This Trademark License (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), 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 \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Trade Marks (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the trade marks set forth in Schedule [SPECIFY] attached hereto (the \"Trade Marks\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Trade Mark License\"), to use the Trade Marks and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Trade Marks (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Trade Mark in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Trade Mark outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Trade Marks (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Trade Marks in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Trade Marks as the Licensor may reasonably impose, may use the Trade Marks in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Trade Mark License is limited strictly to the rights granted hereunder and that all other rights in the Trade Marks in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Trade Mark License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a trade mark license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Trade Mark License shall take place only upon the assignee and the Licensor entering into a trade mark license agreement substantially the same as this Trade Mark License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Trade Marks shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Trade Marks than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Trade Marks than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and trade mark provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Trade marks, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.","Trademark License Agreement","9",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement-D5230.png","https://templates.business-in-a-box.com/imgs/250px/5230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5230.xml",{"title":6,"description":6},[157,158],{"label":33,"url":99},{"label":159,"url":160},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark license agreement","/template/trademark-license-agreement-D5230",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":9,"extension":43,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":171,"url":177},"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":171,"description":6},"non disclosure agreement nda",[173,174],{"label":33,"url":99},{"label":175,"url":176},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":180,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":254,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":505,"classification":506},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Market Development Program Template (Free Word)","Free market development program template defining territory rights, co-op funding, performance targets, and obligations between suppliers and distributors. Free Word and PDF download.","market development program template",[185,186,187,188,189,190,191],"market development agreement template","market development fund agreement","mdf agreement template","distributor market development program","channel partner market development agreement","market development program template word","co-op marketing agreement template",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":178},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Market Development Program is a binding agreement between a supplier, manufacturer, or brand and a distributor, reseller, or channel partner that formalizes how the two parties will jointly develop a defined market or territory. This free Word download covers territory rights, market development fund (MDF) allocations, performance targets, co-op marketing obligations, reporting requirements, and termination conditions — all in a single editable document you can export as PDF for signature.\n","Use it when a supplier wants to engage a channel partner to penetrate a new territory or customer segment, and both parties are committing financial resources, promotional activities, and sales targets to the effort. It is also appropriate when an existing distributor relationship expands to include funded co-marketing, performance-based incentives, or exclusivity provisions.\n","Territory definition and exclusivity terms, MDF allocation and eligible spend categories, performance milestones and minimum purchase commitments, co-op marketing obligations and pre-approval procedures, IP licensing for promotional use, reporting and audit rights, and termination with clawback provisions for unspent or misused funds.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Manufacturers and brand owners","Formalizing funded channel programs with regional distributors","persona-manufacturer",{"title":209,"use_case":210,"icon_asset_id":211},"Software and SaaS vendors","Structuring MDF programs for value-added resellers and system integrators","persona-saas-vendor",{"title":213,"use_case":214,"icon_asset_id":215},"Distributors and wholesalers","Documenting co-op funding entitlements and spend approval rights from suppliers","persona-distributor",{"title":217,"use_case":218,"icon_asset_id":219},"Channel sales managers","Standardizing market development terms across a multi-partner reseller network","persona-channel-manager",{"title":221,"use_case":222,"icon_asset_id":223},"Franchise and licensing operations","Aligning franchisee marketing obligations with brand-funded development budgets","persona-franchise-applicant",{"title":225,"use_case":226,"icon_asset_id":227},"Import and export businesses","Establishing territorial market development rights for overseas distribution agreements","persona-international-employer",[229,233,237,240,244,247,250],{"situation":230,"recommended_template":231,"slug":232},"Supplier funds a distributor to develop a named territory exclusively","Market Development Program (Exclusive Territory)","market-development-program-D1364",{"situation":234,"recommended_template":235,"slug":236},"Multiple resellers share a territory with co-op fund entitlements","Channel Partner Agreement","silent-partner-agreement-D13394",{"situation":238,"recommended_template":90,"slug":239},"Broad ongoing product distribution without funded marketing","distribution-agreement-D12544",{"situation":241,"recommended_template":242,"slug":243},"One-time co-marketing campaign between two brands","Co-Marketing Agreement","co-habitation-agreement-D12997",{"situation":245,"recommended_template":118,"slug":246},"Agent sells on behalf of supplier without holding inventory","sales-agency-agreement-D1254",{"situation":248,"recommended_template":149,"slug":249},"Licensing brand assets to a partner for promotional use only","trademark-license-agreement-D5230",{"situation":251,"recommended_template":252,"slug":253},"Manufacturer authorizes reseller to sell in a defined retail channel","Authorized Reseller Agreement","reseller-agreement-D5202",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Market Development Fund (MDF)","A budget allocated by a supplier to a channel partner specifically for sales and marketing activities that promote the supplier's products in a defined market.",{"term":259,"definition":260},"Territory","The geographic area, customer segment, or vertical market within which the channel partner is authorized to sell and promote the supplier's products under the program.",{"term":262,"definition":263},"Exclusivity","A contractual restriction preventing the supplier from appointing additional channel partners in the same territory for the duration of the agreement.",{"term":265,"definition":266},"Minimum Purchase Commitment","A contractually required purchase volume — expressed in units or dollars — the distributor must meet within a defined period to retain program benefits.",{"term":268,"definition":269},"Co-op Marketing","A joint marketing arrangement where the supplier reimburses a portion of the partner's eligible promotional spend, typically subject to pre-approval and proof-of-performance requirements.",{"term":271,"definition":272},"Clawback","A provision requiring the channel partner to return previously disbursed MDF if agreed performance milestones are not met or if funds were spent on ineligible activities.",{"term":274,"definition":275},"Proof of Performance (PoP)","Documentation — receipts, invoices, campaign reports, or media placements — submitted by the partner to justify reimbursement of co-op marketing spend.",{"term":277,"definition":278},"Sell-Through Rate","The percentage of purchased inventory the distributor has sold to end customers within a reporting period, used as a performance metric in market development programs.",{"term":280,"definition":281},"Channel Conflict","A situation where two or more authorized partners — or the supplier's own direct sales team — compete for the same customer or transaction in violation of agreed territory or segment boundaries.",{"term":283,"definition":284},"Program Year","The 12-month calendar or fiscal period during which MDF allocations, performance targets, and reporting obligations are measured and reset.",{"term":286,"definition":287},"Authorized Activities","The specific marketing or sales activities — trade shows, digital campaigns, product demos, customer events — that qualify for MDF reimbursement under the program terms.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties, recitals, and program purpose","Identifies the supplier and the channel partner as legal entities, states the commercial relationship between them, and describes the specific market or territory the program is designed to develop.","This Market Development Program Agreement is entered into on [DATE] between [SUPPLIER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Supplier'), and [PARTNER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Partner'). The parties wish to establish a funded market development program for the promotion and sale of [PRODUCT LINE] within the [TERRITORY DESCRIPTION].","Identifying the channel partner by trade name rather than registered legal entity. If the partner operates under a DBA, the agreement may be difficult to enforce against the correct legal person.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Territory definition and exclusivity","Defines the geographic boundaries or customer segments the partner is authorized to develop, and states whether that authorization is exclusive, non-exclusive, or conditional on performance.","Supplier grants Partner the [exclusive / non-exclusive] right to market and sell Products within [GEOGRAPHIC TERRITORY / NAMED ACCOUNTS LIST] ('Territory') during the Program Year. Exclusivity is conditioned upon Partner meeting the Minimum Purchase Commitment set out in Schedule A. If Partner fails to meet the commitment in any Program Year, exclusivity converts to non-exclusive with [30] days' written notice.","Granting unconditional exclusivity with no performance trigger. If the partner underperforms, the supplier has no mechanism to open the territory without breaching the agreement.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Market development fund allocation","States the dollar amount or percentage of net purchases that constitutes the partner's MDF entitlement, when funds are made available, and the process for requesting disbursement.","Supplier shall allocate to Partner an MDF of $[AMOUNT] per Program Year, or [X]% of Partner's net purchases in the prior Program Year, whichever is greater. MDF accrues quarterly and is available for reimbursement upon submission of an approved Activity Request and Proof of Performance to [SUPPLIER CONTACT] within [60] days of the activity completion date.","Omitting an accrual schedule and letting MDF accumulate without a use-it-or-lose-it deadline. Unused MDF that rolls forward creates unplanned liability on the supplier's books and is difficult to audit.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Authorized activities and eligible spend","Lists the specific marketing and sales activities that qualify for MDF reimbursement and explicitly excludes categories the supplier will not fund.","Eligible activities include: trade show participation directly promoting Products ([PRODUCT LINE]), digital advertising targeting [CUSTOMER SEGMENT], product demonstration events, customer-facing sales collateral, and co-branded email campaigns. Ineligible activities include: Partner overhead, salaries, non-product-specific advertising, entertainment, and any activity not pre-approved in writing by Supplier.","Using a vague eligible-activities list that includes 'marketing and promotional activities generally.' Without a defined exclusion list, partners claim reimbursement for overhead costs and activities with no measurable impact on the supplier's products.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Pre-approval and proof-of-performance procedures","Requires the partner to obtain written approval before spending MDF and to submit documentation proving the activity occurred and met the agreed criteria before reimbursement is issued.","Partner must submit an Activity Request Form at least [15] business days before the planned activity. Supplier shall approve or reject requests within [10] business days. Upon completion, Partner shall submit Proof of Performance — including invoices, screenshots, attendance records, or media placements — within [30] days. Supplier shall process approved reimbursements within [45] days of receiving complete PoP documentation.","No pre-approval requirement — allowing partners to spend first and seek reimbursement after. Without pre-approval, suppliers lose control over spend categories, brand consistency, and activity eligibility.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Performance milestones and minimum purchase commitments","Sets quantified sales or purchase targets the partner must meet within the program year to retain full MDF entitlement, exclusivity, and program participation.","Partner shall purchase a minimum of $[AMOUNT] of Products during each Program Year ('Minimum Commitment'). Failure to meet the Minimum Commitment by [DATE] shall result in (a) forfeiture of any unused MDF accrued in that Program Year, (b) conversion of any exclusivity grant to non-exclusive status, and (c) Supplier's right to terminate the Agreement on [60] days' written notice.","Setting a single annual minimum with no interim checkpoints. Without quarterly reviews, both parties reach year-end with no warning and no opportunity to course-correct before consequences are triggered.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"IP license for promotional use","Grants the partner a limited, non-transferable license to use the supplier's trademarks, logos, and product imagery solely for activities authorized under the program, subject to brand guidelines.","Supplier grants Partner a limited, non-exclusive, non-sublicensable license to use Supplier's trademarks, trade names, and product imagery ('Supplier Marks') solely for Authorized Activities during the Term. All use of Supplier Marks must comply with Supplier's then-current Brand Guidelines. Partner shall not alter, combine, or use Supplier Marks in a manner that could disparage or damage Supplier's brand. Upon termination, Partner shall immediately cease all use of Supplier Marks.","No reference to the supplier's brand guidelines, leaving partners to use logos in non-compliant ways — wrong colors, unapproved taglines, or combined with competitor branding — without a contractual basis to require correction.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Reporting, audit rights, and records retention","Requires the partner to submit regular sales and activity reports, and gives the supplier the right to audit partner records to verify MDF spend and performance metrics.","Partner shall submit monthly reports detailing unit sales, sell-through rates, and MDF expenditures to Supplier by the [10th] day of each following month. Supplier reserves the right, upon [10] business days' written notice, to audit Partner's records relating to MDF use and Product sales during normal business hours. Partner shall retain all relevant records for a minimum of [3] years following the end of each Program Year.","Requiring reporting without specifying the format or data fields. Unstructured reports are inconsistent across partners and make it impossible to aggregate performance data or conduct audits efficiently.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Clawback and fund misuse remedies","Defines the circumstances under which the supplier can demand repayment of disbursed MDF — including missed performance targets, ineligible spend, and false proof-of-performance submissions.","Supplier may demand repayment of any MDF previously disbursed if: (a) Partner fails to meet the Minimum Commitment in the applicable Program Year; (b) funds were used for Ineligible Activities; (c) PoP documentation submitted was false or materially misleading; or (d) this Agreement is terminated for cause. Partner shall repay any such amounts within [30] days of written demand. Unpaid amounts accrue interest at [1.5]% per month from the due date.","No clawback clause at all, or clawback limited only to termination-for-cause scenarios. MDF misuse — submitting inflated invoices or spending on ineligible activities — is common without a broad, clearly defined repayment obligation.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Term, renewal, and termination","Sets the program year duration, automatic renewal or opt-out mechanics, and the conditions allowing either party to terminate — for cause immediately, or without cause on notice.","This Agreement commences on [START DATE] and continues for one Program Year ('Initial Term'), automatically renewing for successive one-year terms unless either party provides [60] days' written notice of non-renewal before the end of the then-current term. Either party may terminate for material breach on [30] days' written notice if the breach remains uncured. Supplier may terminate immediately upon Partner's insolvency, fraud, or material violation of the IP license.","Auto-renewal without a defined notice window. Suppliers who miss the opt-out deadline are locked into another program year with an underperforming partner and face liability if they attempt to terminate mid-term.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify both legal entities and define the relationship","Enter the supplier's and partner's full registered legal names, entity types, and jurisdictions of incorporation. State the nature of the existing relationship — distributor, reseller, or agent — in the recitals.","Request a copy of the partner's corporate registration before execution. Using a DBA or trade name as the contracting party creates enforcement gaps.",{"step":346,"title":347,"description":348,"tip":349},2,"Define the territory with precision","Specify the territory by country, state or province, postal code range, named customer accounts, or vertical market segment — whichever is most commercially relevant. Attach a Schedule if the territory definition is complex.","Ambiguous territory definitions are the single most litigated clause in distribution and channel agreements. Spend extra time here.",{"step":351,"title":352,"description":353,"tip":354},3,"Set the MDF allocation and accrual schedule","Enter the annual MDF amount or the percentage of net purchases that will accrue as MDF. Specify whether it accrues monthly, quarterly, or annually, and set a firm expiry date for unused funds.","Cap carryforward MDF at no more than one quarter's worth. Unlimited rollover turns a marketing budget into an off-balance-sheet liability.",{"step":356,"title":357,"description":358,"tip":359},4,"List authorized and excluded activities explicitly","Build a specific list of eligible activities — trade shows, digital ads, demo events — and a separate explicit exclusion list. Attach current brand guidelines as a schedule referenced in the IP license clause.","Review the exclusion list annually. New marketing channels (short-form video, influencer campaigns) often fall into gray areas that should be addressed proactively.",{"step":361,"title":362,"description":363,"tip":364},5,"Define performance milestones with quarterly checkpoints","Enter the annual Minimum Purchase Commitment and add at least two interim checkpoints — at Q2 and Q3 — with defined remedies (written warning, MDF freeze) for missing each checkpoint.","Tie the Q2 checkpoint to a formal performance review meeting rather than just a reporting obligation. Early-stage course correction is far cheaper than year-end clawback disputes.",{"step":366,"title":367,"description":368,"tip":369},6,"Draft the pre-approval and PoP requirements","Specify the Activity Request Form format, submission lead time, approval turnaround, and the exact documentation required as Proof of Performance for each eligible activity category.","Attach a sample completed Activity Request Form as an exhibit. Partners who see a filled-in example make far fewer submission errors.",{"step":371,"title":372,"description":373,"tip":374},7,"Set audit rights and records retention obligations","State the notice period required for an audit, the scope of records covered, the retention period, and who bears audit costs (typically the auditing party unless a material discrepancy is found).","Include a right to audit not just financial records but also campaign analytics and CRM data. Sell-through rates and lead attribution are increasingly the key performance metrics in MDF programs.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before the program start date and distribute signed copies","Both parties must sign before the program year begins. Backdating a market development program creates questions about which activities and purchases fall under the agreement. Store fully executed copies in a secure document repository.","Use a digital signature platform that timestamps execution. An undated or unsigned agreement makes clawback enforcement and exclusivity disputes significantly harder.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Unconditional exclusivity with no performance trigger","A partner with guaranteed exclusivity and no minimum commitment has no commercial incentive to invest in territory development. The supplier is locked out of the market with no recourse.","Tie exclusivity directly to the Minimum Purchase Commitment. Include a conversion clause that shifts the territory to non-exclusive status automatically if the commitment is missed by more than a defined percentage.",{"mistake":386,"why_it_matters":387,"fix":388},"No pre-approval requirement for MDF spend","Without pre-approval, partners spend on ineligible activities — overhead, competitor co-marketing, or unrelated events — and the supplier has no contractual basis to refuse reimbursement after the fact.","Require a written Activity Request Form with a defined supplier approval window before any MDF spend. Unapproved activities are explicitly ineligible for reimbursement regardless of the nature of the spend.",{"mistake":390,"why_it_matters":391,"fix":392},"Vague eligible-activities definition with no exclusion list","Listing 'promotional and marketing activities' without an exclusion list invites creative interpretations. Partners have claimed MDF reimbursement for staff salaries, office renovation, and competitor trade show attendance.","Include a two-column table: eligible activities on the left, explicitly excluded categories on the right. Review and update the exclusion list annually as new spend categories emerge.",{"mistake":394,"why_it_matters":395,"fix":396},"No clawback clause for MDF misuse","If MDF is disbursed on good faith and the partner later fails performance targets or is found to have submitted false PoP, the supplier has no contractual mechanism to recover the funds without a clawback clause.","Add a broad clawback clause covering missed performance, ineligible spend, false documentation, and termination-for-cause scenarios — with a repayment deadline and an interest accrual provision for late recovery.",{"mistake":398,"why_it_matters":399,"fix":400},"Auto-renewal without a clear opt-out window","Missing a 30- or 60-day opt-out deadline locks both parties into another program year regardless of commercial fit. Suppliers are then liable for MDF allocations they did not budget for.","Set a notice window of at least 60 days before the renewal date. Add a calendar reminder in your contract management system to review the relationship 90 days before each anniversary.",{"mistake":402,"why_it_matters":403,"fix":404},"Reporting obligations without a defined format or data fields","Unstructured reports vary widely across partners and cannot be aggregated for supplier-wide analytics. Incomplete reports also make it impossible to verify sell-through rates or trigger performance remedies.","Attach a standardized Monthly Performance Report template as an exhibit. Specify at minimum: units sold, revenue by product SKU, MDF spent by activity category, and pipeline count.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a Market Development Program agreement?","A Market Development Program agreement is a binding contract between a supplier and a channel partner — distributor, reseller, or agent — that formalizes the terms of a funded joint effort to grow sales in a defined territory or customer segment. It covers MDF allocation, eligible marketing activities, performance targets, reporting obligations, IP licensing for promotional use, and the consequences of missing milestones. It creates enforceable obligations on both sides and replaces informal co-op arrangements with a documented, auditable structure.\n",{"question":410,"answer":411},"What is a market development fund (MDF) and how does it work?","An MDF is a budget allocated by a supplier to a channel partner to fund sales and marketing activities that promote the supplier's products in a specific market. Funds typically accrue as a percentage of the partner's net purchases — commonly 1–5% — and are disbursed as reimbursements after the partner submits an approved Activity Request and Proof of Performance. MDF programs are standard practice in technology, consumer electronics, industrial distribution, and fast-moving consumer goods.\n",{"question":413,"answer":414},"What is the difference between a Market Development Program and a Distribution Agreement?","A distribution agreement governs the basic commercial terms of a supplier-distributor relationship — pricing, order terms, delivery, and warranties — without a funded marketing component. A Market Development Program adds an explicit MDF allocation, co-op marketing obligations, territory development targets, and a performance framework with consequences. Most market development programs reference or incorporate an underlying distribution agreement and layer the funded program on top.\n",{"question":416,"answer":417},"Is a market development program agreement legally binding?","Yes, when properly executed with offer, acceptance, and consideration on both sides. Consideration is present because the supplier commits MDF and exclusivity in exchange for the partner's minimum purchase commitments and marketing obligations. In most jurisdictions, the agreement is generally enforceable when signed by authorized representatives of both legal entities. Consulting a lawyer before execution is recommended, particularly for cross-border programs or agreements involving significant MDF commitments.\n",{"question":419,"answer":420},"What happens if the channel partner misuses MDF funds?","If the agreement contains a properly drafted clawback clause — which this template includes — the supplier may demand repayment of any disbursed MDF used on ineligible activities or supported by false proof-of-performance documentation. Without a clawback clause, recovery typically requires litigation under unjust enrichment or fraud theories, which is more costly and uncertain. Proactive pre-approval and PoP requirements are the most effective way to prevent misuse before it occurs.\n",{"question":422,"answer":423},"Can a Market Development Program grant exclusive territory rights?","Yes, but exclusivity should always be conditional on the partner meeting defined performance milestones. Unconditional exclusivity locks the supplier out of the territory regardless of how the partner performs. Most well-drafted programs tie exclusivity to quarterly or annual Minimum Purchase Commitments, with an automatic conversion to non-exclusive status — after reasonable written notice — if the commitment is missed.\n",{"question":425,"answer":426},"What notice period is typically required to terminate a Market Development Program?","Common practice in the US and Canada is 30 days for termination for cause (uncured material breach) and 60 to 90 days for termination without cause or non-renewal. Some jurisdictions impose statutory minimum notice periods for distributor relationships — particularly in EU member states and Canada's Civil Code province of Quebec — that may exceed contractual notice periods. Always verify the applicable statutory minimum before setting termination terms.\n",{"question":428,"answer":429},"Do I need a lawyer to draft a Market Development Program agreement?","For straightforward domestic programs with a single channel partner, a high-quality template is usually sufficient as a starting point. Engage a lawyer when the program involves significant MDF commitments (above $50,000 annually), cross-border distribution, exclusive territorial rights in a regulated market, or a partner relationship governed by applicable distribution-protection statutes (common in the EU, Quebec, and several US states). A 1–3 hour template review typically costs $300–$900 and is advisable for any exclusive arrangement.\n",{"question":431,"answer":432},"How are MDF disputes typically resolved?","Most market development program agreements specify binding arbitration or a named jurisdiction for dispute resolution. The most common MDF disputes involve rejected reimbursement claims, clawback demands after missed performance targets, and disagreements over whether a specific activity qualifies as an authorized spend. Clear pre-approval records, archived PoP documentation, and monthly reporting trails are the most effective evidence in resolving these disputes without litigation.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Technology and SaaS","industry-saas","MDF programs fund partner-led demand generation — webinars, digital campaigns, and solution demos — with performance measured against pipeline generated and ARR closed, not just units purchased.",{"industry":439,"icon_asset_id":440,"specifics":441},"Consumer Electronics and Hardware","industry-manufacturing","Retail co-op programs fund in-store displays, promotional pricing events, and feature placements, with sell-through rate and retail inventory turn as the primary performance metrics.",{"industry":443,"icon_asset_id":444,"specifics":445},"Food and Beverage Distribution","industry-food-beverage","Market development agreements cover slotting fees, local promotional events, and trade marketing spend, with distribution point growth and velocity targets as the key milestones.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional Services and Consulting","industry-professional-services","Alliance and referral partners receive MDF to fund joint go-to-market activities such as co-branded thought leadership content, event sponsorships, and joint client workshops, with revenue attribution the central metric.",[451,454,457,460],{"vs":90,"vs_template_id":452,"summary":453},"distribution-agreement-D145","A distribution agreement establishes the basic commercial terms of the supplier-distributor relationship — pricing, delivery, warranties, and intellectual property use — without a funded marketing component. A Market Development Program layers MDF allocation, co-op marketing obligations, and territory performance targets on top of those commercial terms. Most market development programs reference an underlying distribution agreement and should be read together with it.",{"vs":235,"vs_template_id":455,"summary":456},"channel-partner-agreement-D12870","A channel partner agreement broadly governs the authorization, responsibilities, and compensation structure for a reseller or referral partner without necessarily including a dedicated MDF fund or territory exclusivity. A Market Development Program is more specific: it commits financial resources from the supplier, imposes defined spend procedures, and ties exclusivity to measurable sales performance. Use a channel partner agreement for general reseller programs; use a Market Development Program when funded co-marketing and territory ownership are central to the arrangement.",{"vs":118,"vs_template_id":458,"summary":459},"sales-agency-agreement-D13346","A sales agency agreement engages an agent to sell on behalf of the supplier for a commission, without the agent taking title to inventory or bearing purchase risk. A Market Development Program typically involves a distributor or reseller who buys and holds inventory, making minimum purchase commitments in exchange for MDF and territory rights. The two structures carry different tax, liability, and performance-incentive implications.",{"vs":242,"vs_template_id":461,"summary":462},"","A co-marketing agreement governs a one-time or campaign-specific joint promotional effort between two parties — typically peers rather than a supplier-partner hierarchy — with shared costs and shared creative control. A Market Development Program is an ongoing, structured program in which the supplier funds the partner's activities within defined guardrails, retains brand control through approval processes, and measures partner performance against purchase and revenue targets. Co-marketing agreements lack the performance accountability and clawback mechanisms central to a Market Development Program.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Domestic programs with a single channel partner, annual MDF under $50,000, and no exclusive territorial rights","Free","1–2 hours",{"best_for":469,"cost":470,"time":471},"Exclusive territory grants, MDF above $50,000 annually, or partners operating in states or provinces with distribution-protection statutes","$300–$900","2–5 days",{"best_for":473,"cost":474,"time":475},"Cross-border programs, multi-partner networks, regulated industries, or agreements involving significant exclusivity and performance-based clawback provisions","$1,500–$5,000+","2–4 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","The US has no single federal statute governing distribution or market development programs, but several states — including New Jersey, Wisconsin, and California — have dealer protection or franchise relationship laws that impose minimum notice periods and restrict termination without cause for qualifying distributor relationships. MDF arrangements that include territorial exclusivity may be subject to antitrust scrutiny under the Sherman Act; vertical territorial restrictions are evaluated under the rule of reason. Clawback provisions are generally enforceable as written if the agreement is clearly drafted.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Most Canadian provinces permit at-will termination of distribution relationships, but common-law reasonable notice requirements can extend well beyond contractual notice periods for long-standing distributor relationships — particularly in Ontario and British Columbia. Quebec's Civil Code imposes additional good-faith obligations and may require longer termination notice than elsewhere in Canada. French-language contract requirements apply to agreements with Quebec-based partners under the Charter of the French Language. MDF clawback provisions are generally enforceable in Canadian courts when clearly documented.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","The UK Commercial Agents Regulations 1993 apply to agents selling on a principal's behalf but generally do not apply to independent distributors buying and reselling on their own account. Post-Brexit, UK competition law (the Competition Act 1998) applies to vertical agreements including exclusive territorial grants. Restraints of trade — including post-termination non-compete provisions linked to market development programs — must be reasonable in scope to be enforceable. MDF documentation and audit rights should be retained for at least 6 years in line with the Limitation Act 1980.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU competition law — particularly Article 101 TFEU and the Vertical Block Exemption Regulation (VBER 2022) — governs exclusive territorial grants in distribution agreements. Absolute territorial protection (preventing all parallel trade) is prohibited; passive sales into an exclusive territory by other distributors generally cannot be blocked. Member states including Germany, France, Belgium, and the Netherlands have national statutes providing additional protection for commercial agents and distributors, some requiring compensation upon termination regardless of contractual terms. MDF programs with exclusive territories should be reviewed against VBER thresholds before deployment.",[239,236,246,253,249,498,499,500,501,502,503,504],"non-disclosure-agreement-nda-D12692","product-launch-plan-D12799","marketing-plan-D1366","joint-venture-agreement-D889","exclusive-sales-territory-agreement-D12828","co-branding-agreement-D746","service-level-agreement-D778",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":99,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"distribution-and-channel","agreement","general","growth",[512,513,514,515,516],"distribution","channel-partner","market-development","mdf","territory-rights",0.95,"\u003Ch2>What is a Market Development Program?\u003C/h2>\n\u003Cp>A \u003Cstrong>Market Development Program\u003C/strong> is a binding agreement between a supplier, manufacturer, or brand owner and a channel partner — typically a distributor, reseller, or value-added partner — that formalizes how the two parties will jointly invest in growing sales within a defined territory or customer segment. It goes beyond a standard distribution agreement by committing the supplier to a funded Market Development Fund (MDF), specifying exactly how that money may be spent, and tying the partner's access to funds, exclusivity, and program benefits to measurable performance milestones. The agreement creates enforceable obligations on both sides: the supplier must make funds available on schedule and process reimbursements within defined timeframes; the partner must meet purchase commitments, submit activity pre-approvals, and document results through proof-of-performance submissions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a co-op or MDF program without a written Market Development Program agreement exposes suppliers to significant financial and legal risk. Without defined eligible activities and a pre-approval requirement, partners routinely claim reimbursement for overhead, non-product advertising, and competitor-adjacent spend — with no contractual basis to refuse payment. Without a clawback clause, disbursed funds tied to missed performance targets are practically unrecoverable without expensive litigation. For channel partners, an undocumented program leaves territorial rights ambiguous, MDF entitlements subject to unilateral revision, and exclusivity vulnerable to erosion the moment a second reseller is appointed. A properly drafted Market Development Program agreement eliminates all of these gaps, creates an auditable record for both parties' financial reporting, and gives both sides a clear, enforceable framework for building a productive long-term territory relationship.\u003C/p>\n",1781185983164]