Canadian Lawyer InHouse

17 CANADIANLAWYERMAG.COM/INHOUSE MAY/JUNE 2018 Get information tailored to your and your clients' needs See how Practical Law Canada helps In drafting, negotiating, or reviewing a distribution agreement, counsel should pay particular attention to applicable provincial or territorial sale of goods legislation, and in Quebec, the Civil Code of Quebec, S.Q. 1991, c. 64, which applies to commercial sales of movables. Parties must be cognizant of competition law implications that may arise from a distribution arrangement that could contravene the Competition Act, R.S.C. 1985, c. C-34, such as: • Exclusive dealing • Most-favoured-nation status • Resale price maintenance It is also important to consider franchise legislation in the provinces of Alberta, British Columbia, Manitoba, New Brunswick, Ontario, and Prince Edward Island to ensure that the distribution arrangement between the parties does not constitute an accidental franchise. Practical Law Canada, Commercial Transactions, provides you with a comprehensive suite of distribution agreement resources to ensure that you have considered all of these important questions and issues. It further provides you with customized easy-to-use precedents tailored to whether you are acting for a distributor client or supplier client. Distribution Agreement (Pro-Supplier, Long Form) A long form Standard Document for the establishment of a non- exclusive distribution arrangement between a supplier (often a manufacturer) and its distributor, drafted in favour of the supplier. Distribution Agreement (Pro-Supplier, Short Form) A short form Standard Document for the establishment of a non- exclusive distribution arrangement between a supplier (often a manufacturer) and its distributor, drafted in favour of the supplier. Exclusive Distribution Agreement (Pro-Supplier, Short Form) A short form Standard Document for the establishment of an exclusive distribution arrangement between a supplier (often a manufacturer) and its distributor, drafted in favour of the supplier. Distribution Agreement (Pro-Distributor, Long Form) A long form Standard Document for the establishment of a non- exclusive distribution arrangement between a supplier (often a manufacturer) and its distributor, drafted in favour of the distributor. Distribution Agreement (Pro-Distributor, Short Form) A short form Standard Document for the establishment of a non- exclusive distribution arrangement between a supplier (often a manufacturer) and its distributor, drafted in favour of the distributor. Exclusive Distribution Agreement (Pro-Distributor, Short Form) A short form Standard Document for the establishment of an exclusive distribution arrangement between a supplier (often a manufacturer) and its distributor, drafted in favour of the distributor. Distribution Agreements A Practice Note discussing the laws and considerations applicable to a commercial distribution agreement between a supplier (often a manufacturer) and a distributor or reseller, including franchising implications, competition law matters, and agreement termination. Distribution Agreement Checklist A Checklist of issues for suppliers (including manufacturers) and distributors to consider when drafting and negotiating a non- exclusive distribution agreement. Exclusive Distribution Agreement Checklist A Checklist of issues for suppliers (including manufacturers) and distributors to consider when drafting and negotiating an exclusive distribution agreement. ALL PARTIES PRO-DISTRIBUTOR PRO-SUPPLIER

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