September 19, 2021

Paragraph 2.1 defines the obligations of the representative in fairly standardised terms. Paragraph 2.1.12 provides, inter alia, that the authorised representative shall accept a minimum volume of orders, as defined in Appendix C. Under paragraph 2.1.12, failure to comply with the minimum requirement means that the manufacturer may choose to terminate the exclusive rights of the representative or even to terminate the contract; in this context, redundant parentheses and parentheses should be deleted. The main characteristics of a commercial agent relationship are as follows: this Agreement is established in such a way that it is in force for a fixed period to be determined in paragraph 14.1. The contract expires at the end of this period. Other options are possible (for example. B automatic renewals, unless one of the parties provides a notification of non-renewal, conditions for continuous renewal, etc.). In the context of the commercial agent, automatic termination is the most preferable in order to preserve the basic termination rights “granted” at the expiration of the term, although it gives the parties the right to renew or renegotiate their terms on that date. Note that any provision that allows a manufacturer to terminate or refuse a distribution agreement may be invalid under local protection laws in a handful of U.S. states and a number of countries. When preparing a distribution contract for use in the United States, it is important to consider the impact of current national legislation.

The states of Alabama, Arizona, Arkansas, California, Colorado, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Jersey, New York, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, Washington, and Wisconsin have statutes specifically aimed at protecting commercial agents. These statutes provide protection to local commercial agents with respect to some or all of the following issues: under this form, the manufacturer instructs the representative, on an exclusive basis, to promote and request orders for certain designated products (listed in Appendix A) in a defined area (described in Appendix B). It is suitable for a client who manufactures goods and wishes to order a representative exclusively in a given territory for the sale of these products. This nine-page document contains the 12. This form may be used in the international context and the provisions intended to take account of such use are listed below. A number of countries have also adopted laws on the protection of commercial agents or commercial agents (Member States of the European Community, Costa Rica and most countries in the Middle East, to name but a few). These statutes may restrict the manufacturer`s ability to make changes to the product line or area or to terminate the agreement (or refuse to renew it). . . .

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