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PLAYBOOK TEMPLATES

Reseller Distribution Agreement

A Reseller or Distribution Agreement governs how products are marketed and sold through intermediaries, defining territories, pricing, and performance expectations. This playbook explains negotiation levers around exclusivity, revenue targets, and brand protection.

Termination Rights

Why This Matters: Unclear termination terms can lead to disputes and operational disruption. Clearly defined rights protect each party’s interests on exit.

Negotiation strategy

If you're the Manufraturer:

Ensure termination rights align with business goals, including adequate notice and cure periods, and obligations upon termination.

If you're the Distributor:

Negotiate for reasonable notice and cure periods, and ensure transition assistance obligations are clearly defined.

Essential elements

1

Notice Period

Timeframe for termination notice.
2

Cure Period

Time to remedy breaches.
3

Transition Assistance

Support post-termination.

Action framework

ACCEPT

Propose edits if notice or cure periods are unreasonable.

EDIT

Reject if termination rights are overly restrictive.

ADD

Add if termination rights are missing or unclear.

PRO TIP

Always ensure termination clauses comply with jurisdiction-specific requirements.

Example clauses

FAVORABLE

Preferred Termination Clause

"Either party may terminate this Agreement for cause with a [30-day] notice period and a [15-day] cure period. Termination for convenience requires a [60-day] notice. Upon termination, the parties shall provide transition assistance as reasonably requested."
NEUTRAL

Fallback Termination Clause

"Termination for cause requires a [15-day] notice period. Termination for convenience requires a [30-day] notice. Transition assistance shall be provided as agreed upon by the parties."
UNFAVORABLE

Restrictive Termination Clause

"Termination is only allowed for cause with a [60-day] notice period and no cure period. No transition assistance is required."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination rights allow for quick exit to mitigate potential losses.

Long-Term Contracts

For long-term contracts, include flexible termination for convenience to adapt to changing circumstances.

Jurisdiction-Specific Requirements

Evaluate if the termination clause references specific jurisdictions that may affect enforceability. Adjust notice and cure periods or obligations as required by jurisdictional standards.
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