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. This MOU would then be followed by a binding detailed, definitive Distribution Agreement under which a supplier sells goods to a distributor for resale.
The data protection provisions in this document have been updated with reference to the UK GDPR.
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 arrangement before entering into the MOU.
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 MOU 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 template, we recommend that you read the Guidance Notes on Heads of Terms, Memoranda of Understanding, Letters of Intent and Term Sheets in this 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.
We have also included this MOU template in the Distribution & Agency subfolder, alongside fully drafted template agreements for distribution of goods.
This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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