Hardly a week goes by without a company confidently telling one of my law firm’s international lawyers how they will be working with a great distributor to get their product(s) into a particular foreign market. Our job as their lawyers is to write an enforceable international distribution contract to protect them.
Our international distribution contracts typically provide for the following, among other things:
- 是否包含排他性条款
- 分销商能否将分销业务分包出去
- 授予分销商的地理区域和市场区域
- 分销协议的期限以及续签或终止协议所需采取的措施
- 分销协议涵盖的具体产品
- 分销商可采用的产品销售方式
- 分销商可用于产品的定价
- 付款条款
- 分销商的绩效与销售要求
- 订购与发货流程
- Who is in charge of what when it comes to such things as defective products, advertising, warranties, technical support, obtaining permits, etc.
- 《反海外腐败法》合规。反腐败合规
- 关于新产品或修改产品的权利
- 分销商能否销售其他公司的产品
- 与知识产权相关的各种事项（商业秘密、商标、专利、著作权等）
- Non-competition during or after the term of the distribution agreement
- 违约损害赔偿
- Trademark licensing and brand name usage
- 争议解决（管辖地、法律选择等）
I know the above sounds like a handful (and this is only part of what often goes into such contracts), but for lawyers who do these contracts all the time, even complicated international distribution contracts become at least somewhat standard.
