Does the agreement allow for expiry after a particular period of time?
Yes. The term of the agreement may be either indefinite or for a defined period (eg 5 years following execution). In either case, a minimum term may be defined, and rights to terminate "for convenience" may be restricted so that they only apply after the end of the minimum term.
If a defined term is used, you may wish to remove the right to terminate for convenience.
In any case, there are various rights to terminate if the contract is breached by the other party or the other party becomes insolvent, which will apply irrespective of the minimum term.
Does this document take account of the situation where products will be collected by the distributor from the warehouse of the supplier?
One of the suggested delivery clauses allows that products may be collected. In that case, the distributor is responsible for the safe loading and transport of the products, and for all associated costs. Risk in the products passes to the distributor upon collection of the products.
What sort of performance obligations are included in the agreement?
The performance obligations clause is very straightforward. The distributor is obliged to purchase a certain minimum quantity of products during each year of the agreement (or some other defined period).
The premium template includes a trade mark licence. What, if anything, does it do to prevent the distributor gaining rights in the trade marks?
A specific clause is included to deal with this potential problem. It provides that all goodwill and other rights in the licensed trade marks belong to the supplier, and further that the distributor has to do everything reasonably within its power to ensure that all those rights vest in the supplier.
In addition, the distributor is prohibited from registering in the territory any trade mark that is similar or identical to the licensed trade marks.
If the distributor is late in paying for products, can the supplier charge interest?
Yes. The suggested clause references the right to claim under UK late payments legislation, but there is also a contractual right to claim interest - useful where the UK legislation does not apply.
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