Memorandum of Understanding: Distribution of Goods Agreement
This Memorandum of Understanding (Distribution of Goods Agreement) (“MOU”) is designed to be signed as a preliminary non-binding heads of terms document. The MOU would then be followed by a binding detailed, definitive Distribution Agreement under which a supplier sells goods to a distributor for resale.
This document is compliant with the GDPR (General Data Protection Agreement).
Using an MOU such as this should help prevent misunderstandings. It should also aid the process of focusing on and agreeing all of the important legal and commercial points that need to be dealt with by the definitive, binding, Distribution Agreement which is to follow the MOU.
This template contains numerous optional clauses (and alternative provisions within those clauses) from which you can select as appropriate. These include the option to appoint the distributor on an exclusive basis in a particular territory.
This detailed menu of heads of terms can serve as a convenient checklist to assist you to identify, negotiate and record in the MOU all of the points that should be covered by the parties in a full agreement. Once both parties have agreed and signed the MOU, you can pass it to your legal advisers as your instructions to them. Their task of drafting a definitive binding Distribution Agreement should be quicker and easier if they have such a detailed MOU to work from, and hopefully that will be reflected in lower legal fees.
Before using this MOU, we recommend that you read the Guidance Notes on Heads of Terms, Memoranda of Understanding, Letters of Intent and Term Sheets in the Heads of Terms and Contract Formation subfolder. Those notes deal with a number of important general issues relating to all Memoranda of Understanding, Heads of Terms, Letters of Intent, Term Sheets and similar pre-contract documents.
Where either or both parties to the MOU are based outside the UK or any aspect of the distribution arrangement will relate to any territory outside the UK, we recommend that you take professional legal advice about the proposed arrangements before entering into the MOU.
We have also included this MOU in the Heads of Terms and Contract Formation subfolder alongside various other types of template MOUs.
This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
Once you have purchased access to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.