Distribution & Agency Agreements
Expert legal counsel for distribution, agency, franchise and dealership agreements across Hong Kong and the Asia-Pacific region.
Overview
Expanding into new markets requires carefully structured distribution and agency arrangements that protect your brand, define commercial expectations and comply with local regulatory requirements. With over 37 years of experience advising businesses in Hong Kong and across the Asia-Pacific region, Robert Lee Law Offices provides the strategic legal guidance needed to build resilient distribution networks and productive agency relationships.
Our team works with manufacturers, brand owners, distributors and agents to draft, negotiate and enforce agreements that clearly allocate rights, responsibilities and risk. We understand the commercial realities of channel distribution, including territory management, exclusivity provisions, performance benchmarks and the protection of intellectual property. Whether you are appointing a sole agent in a single jurisdiction or establishing a multi-tiered distribution framework spanning several countries, we tailor each agreement to your specific business objectives.
Our multilingual lawyers bring deep familiarity with Hong Kong commercial law and the diverse legal landscapes of Asia-Pacific jurisdictions. We help clients anticipate regulatory considerations, manage cross-border complications and resolve disputes efficiently. From initial market entry through to ongoing channel management, we provide end-to-end support that enables our clients to grow with confidence.
Our Distribution & Agency Agreements Services
Exclusive & Non-Exclusive Distribution Agreements
- Drafting and negotiating exclusive, sole and non-exclusive distribution arrangements
- Defining territorial scope, customer segments and channel restrictions
- Establishing minimum purchase commitments and inventory requirements
- Structuring pricing, discount and rebate mechanisms
- Advising on competition law implications of exclusivity provisions
- Incorporating termination and post-termination provisions, including stock run-off clauses
Agency Agreements & Commission Structures
- Preparing agency agreements for commercial agents, sales representatives and brokers
- Defining the scope of agent authority, including binding and non-binding arrangements
- Structuring commission calculations, payment schedules and clawback provisions
- Addressing del credere obligations and credit risk allocation
- Advising on the distinction between agents and distributors under Hong Kong law
- Drafting reporting and record-keeping obligations
Franchise & Dealership Arrangements
- Structuring franchise agreements covering brand usage, operational standards and territory rights
- Advising on pre-contractual disclosure requirements across Asia-Pacific jurisdictions
- Drafting dealership agreements for automotive, equipment and consumer goods sectors
- Establishing quality control, training and ongoing support obligations
- Advising on renewal rights, transfer restrictions and succession planning
Territory Provisions & Performance Targets
- Defining exclusive and non-exclusive territories with clear geographic and customer boundaries
- Drafting performance targets, sales milestones and minimum order obligations
- Structuring consequences for underperformance, including territory reduction and termination rights
- Advising on market development obligations and marketing expenditure commitments
- Incorporating benchmarking and periodic review mechanisms
Intellectual Property Licensing in Distribution
- Drafting trademark licence provisions within distribution and agency agreements
- Protecting brand integrity through quality control and usage guidelines
- Addressing ownership of customer data, marketing materials and localised content
- Structuring IP indemnities and infringement notification obligations
- Advising on parallel import issues and grey market controls in the Asia-Pacific region
- Managing domain name and social media account ownership during and after the relationship
Dispute Resolution & Agreement Termination
- Advising on termination rights, notice periods and grounds for immediate termination
- Drafting dispute resolution clauses, including arbitration and mediation provisions
- Managing post-termination obligations such as non-compete, non-solicitation and stock return
- Representing clients in distribution and agency disputes before Hong Kong courts and arbitral tribunals
- Negotiating exit arrangements and transitional supply terms
