Model Form of an Exclusive Contract with a Distributor Abroad

Scope of the model contract:

Applicability to contracts with distributors inside and outside the EU/EEA

The model is made for distribution agreements with distributors abroad. It is suitable for contracts with both distributors pursuing their activity inside the member states of the European Union (EU) and the other states of the European Economic Area (EEA) and those having their business outside this area. This is why some clauses contain so-called EU/EEA variants and non-EU/EEA variants to suit the individual transaction.

This Orgalim model contract has already existed for many decades and has always been one of Orgalim's most widely-used models. It is updated whenever this is necessary to take legal developments into account. This new version reflects the changes in EU competition law that followed from new rules issued in 2022 by the European Commission (notably the Block Exemption on the application of Article 101(3) of the Treaty on the Functioning of the European Union to categories of vertical agreements and concerted practices (Commission Regulation (EU) No. 2022/720). This new Block Exemption Regulation replaced Regulation No. 330/2010.

Among the different issues covered by this publication are the extent of the exclusivity of the distributor, the space for sales outside the contractual territory, the duration of the contract, competition restrictions, minimum quantity, trade secrets and industrial property rights. The model contract is based on exclusive distributorship, but instructions are included to transform it to a non-exclusive distributorship.

The publication is sold in electronic format from the Orgalim member association(s) based in your country (full details here). If you are based outside these countries, please contact legal.publications@orgalim.eu.