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Reseller / Distribution Agreement review

Appointment of a distributor or reseller for goods in a territory.

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What it checks

Appointment, territory, and exclusivity

A distribution agreement must define the appointment: the territory / customer scope and whether it is exclusive or non-exclusive.

Critical · COMM-008

Minimum purchase / performance requirements

A distribution agreement should set minimum purchase or performance requirements that measure the distributor's commitment.

Critical · COMM-009

Resale-pricing freedom / MAP policy

A distribution agreement should leave the distributor free to set resale prices, or set pricing only through a lawful MAP policy.

Critical · COMM-010

Term and termination — good cause and notice

A distribution agreement should state the term and a termination standard with a notice / cure period.

Critical · COMM-011

Trademark license and quality control

A distribution agreement that lets the distributor use the supplier's marks must grant a license and reserve quality control.

Critical · COMM-012

Post-termination — inventory repurchase and cease use

A distribution agreement should address post-termination inventory repurchase / sell-off and cessation of use of the supplier's marks.

Critical · COMM-013

Competing-products restriction (exclusive dealing)

A distribution agreement should address whether the Distributor may carry competing products.

Critical · COMM-026

Product liability, recall, and indemnity allocation

A distribution agreement should allocate product-liability, recall, and indemnity responsibility between Supplier and Distributor.

Critical · COMM-027

Inventory / stocking and forecasting

A distribution agreement should require the Distributor to maintain adequate inventory and provide demand forecasts.

Critical · COMM-038

Warranty pass-through and warranty-claim administration

A distribution agreement should state how the Supplier's product warranty reaches end customers and who administers warranty claims and returns.

Critical · COMM-039

Every run also applies 115 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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  3. Get a Word report in which every finding quotes the clause and cites the rule and source behind it — one of 1,825 checks across 268 document types.
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