The recommended distribution structure in the U.S. is as follows: The European parent company founds a U.S. subsidiary, which in turn signs the contracts with the sales representatives. This structure offers adequate liability protection and efficient market cultivation. The following aspects are relevant to practice:

• Sales targets
• Range of products
• Sales territory
• License regulation
• No entitlement to compensation pursuant to a Commercial Code (HGB)
• Termination rights

We can draft the relevant Agency and Distribution Agreements in connection with the standard industry General Terms and Conditions of Sale and Delivery, and Limited Manufacturer’s Representations and Warranties for your company on a flat-fee basis. The documents created generally apply to a limited contractual territory and can subsequently be adapted to other U.S. states, at little expense, until the entire U.S. market is covered.

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