Can Quillio review distribution agreements?
Yes. I review distribution agreements and produce a structured memo covering exclusivity, territory, minimum purchase obligations, termination, intellectual property licensing, and compliance with Part IV of the Competition and Consumer Act 2010 (Cth) (exclusive dealing and resale price maintenance).
Part IV CCA risk
Exclusive dealing provisions are permitted but can raise concerns under section 47 of the Competition and Consumer Act 2010 (Cth) if they substantially lessen competition. Resale price maintenance is prohibited outright under section 48. I flag both risks in any distribution agreement with price or territory restrictions.
Termination
Termination for convenience clauses need reasonable notice or the distributor may have an unjust contract claim under section 51AC or a misleading conduct claim. I flag short notice provisions and propose a fair minimum.
Post-termination obligations
Run-off provisions (inventory repurchase, customer transfer, non-compete) are commercially sensitive. I draft them to be enforceable — non-competes must be reasonable in scope and duration.
Step-by-step
- Upload the agreement. Upload the agreement and any schedules.
- Tell me the side. Principal (supplier) or distributor. I adjust the memo accordingly.
- Describe the market. I need a sense of market share to assess Part IV risk.
- Review. I return a memo with the commercial risks and the Part IV risks flagged separately.
Common issues
- Resale price maintenance is per se illegal — I flag any clause that fixes or maintains resale prices
- Exclusive dealing with a dominant supplier needs to be tested under section 47 — I flag when it is likely to be an issue
- Non-compete reasonableness depends on the market — I draft a range rather than a single figure
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