BarbriSFCourseDetails
  • videocam On-Demand
  • card_travel Commercial Law
  • schedule 90 minutes

Distribution and Sales Agent Contracts: Drafting Provisions on Exclusivity, Territory, Sales Support, Trade Secrets

$297.00

This course is $0 with these passes:

BarbriPdBannerMessage

Description

Manufacturers generally contract with distributors or sales agents to sell their products or services to retailers, manufacturers, and end users. Determining the most appropriate arrangement--distributor or sales agent--requires an understanding of the similarities and differences between the two types of contracts, the legal and practical implications of each type of agreement, and the manufacturer's business operations and goals.

When drafting distribution and sales agent contracts, counsel must take into account legal requirements and potential pitfalls under the UCC, the antitrust laws, and a wide variety of laws relating to dealer, distributor, and sales agent relationships and their termination. Counsel must carefully construct provisions defining exclusivity obligations, territory restrictions, sales support, trade secret protection, choice of law, termination, and other key terms. Use of form agreements that fail to reflect the parties' actual business processes can lead to significant disagreements and legal risks.

Listen as our panel of attorneys experienced in negotiating distribution and sales agent contracts discusses best practices for drafting the agreements. The panel will review the similarities and differences between the agreements, specific clauses that should be included, and strategies for avoiding contracting pitfalls.

Presented By

Mark R. Butscha
Partner
Thompson Hine

Mr. Butscha is an antitrust lawyer whose practice focuses on merger control, including filings under the Hart-Scott-Rodino (HSR) Act and similar “merger control” laws around the world. He has represented clients in merger investigations by the U.S. Department of Justice and Federal Trade Commission. Mr. Butscha recently completed a secondment with a global power management company where he served as in-house competition counsel. He also is an experienced litigator who has represented clients in state and federal trial and appellate courts, arbitration tribunals, and administrative proceedings involving antitrust, competition, and other complex claims, including class actions. Mr. Butscha has argued appeals before the U.S. Court of Appeals for the Sixth Circuit and the Ohio Court of Appeals and represented clients in appeals before other appellate courts, including the New York Court of Appeals and the U.S. Court of Appeals for the Ninth Circuit. He also has represented companies and individuals facing criminal inquiries and investigation. Mr. Butscha is an active participant in the firm’s pro bono practice.

Matthew D. Ridings
Partner
Benesch

Mr. Ridings' practice focuses on antitrust and anti-corruption related matters. He has successfully tried numerous criminal and civil trials that have alleged various antitrust, RICO, and other corruption-related violations. Outside of the court room, Mr. Ridings has defended companies and individuals in investigations and proceedings brought by the Department of Justice, Federal Trade Commission, Securities and Exchange Commission, European Commission, and the Canadian Competition Bureau, among others.

Jennifer S. Roach
Partner
Thompson Hine

Ms. Roach focuses her practice on litigating unfair competition, intellectual property, trade secret misappropriation, distribution and antitrust matters, and providing advice and guidance to clients concerning distribution, franchise, antitrust and unfair competition issues and the protection of intellectual property. She has trial experience in both federal and state courts, and has drafted numerous agreements related to product distribution in the United States and internationally.

Caitlin R. Thomas
Attorney
Thompson Hine

Ms. Thomas is a managing associate in the Business Litigation group. She focuses on complex litigation in a wide range of industries, including banking and manufacturing, and has represented clients in state and federal trial and appellate courts and alternative dispute resolution tribunals. As a member of the firm’s Antitrust, Competition, & Distribution group, Ms. Thomas has litigated antitrust, product distribution, and unfair competition matters throughout the United States, including class actions. She has also counseled manufacturers regarding product distribution issues and agreements. Ms. Thomas also participates in the firm’s pro bono practice.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, May 4, 2022

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. Application of UCC and antitrust laws to the agreements
  2. Key provisions in the agreements
    1. Exclusivity
    2. Territory
    3. Sales support
    4. Trade secrets and other proprietary information
    5. Insurance
    6. Indemnification
    7. Choice of law

The panel will review these and other key issues:

  • What are the potential legal pitfalls for counsel drafting distribution and sales agent contracts?
  • What are the similarities and differences between distribution and sales agent contracts?
  • What are the most heavily negotiated terms in the agreements?
  • How can counsel best mitigate risk when drafting distribution and sales agent agreements?