# Distribution agreement review
> Source: https://legalcode.md/skills/legalcode-distribution-agreement-review | [HTML version](https://legalcode.md/skills/legalcode-distribution-agreement-review)

Review distribution and reseller agreements covering territory exclusivity, minimum purchase commitments (MPC/MAP), pricing and discount structures (including…

Review distribution and reseller agreements covering territory exclusivity, minimum purchase commitments (MPC/MAP), pricing and discount structures (including RPM and MFN clauses), marketing obligations and brand standards, IP licenses for trademarks and trade dress (naked licensing risk), termination and post-termination obligations, competition law compliance (EU VBER 2022 / Regulation 2022/720, US Sherman Act Section 1 / Leegin / Sylvania / Colgate doctrine / Robinson-Patman), and channel conflict management (dual distribution, online/offline separation, marketplace bans). Produces clause-by-clause review with EU/US market-standard benchmarks, severity-classified findings, and competition-law compliance screening. Use when reviewing exclusive distribution agreements, non-exclusive distribution agreements, reseller agreements, authorised distributor agreements, OEM distribution agreements, or any channel-partner contract where a supplier appoints an intermediary to resell its products or services into a defined territory or customer segment.

This skill reviews distribution and reseller agreements against market standards and competition law requirements. It identifies deviations, classifies severity, generates actionable redline suggestions, and flags competition law compliance risks across EU and US frameworks. **Covers:** - Clause-by-clause analysis of distribution and reseller agreements - Competition law compliance screening (EU VBER 2022, US Sherman Act) - Territory exclusivity and minimum purchase commitment review - Trademark/IP licensing quality control (naked licensing risk) - Termination and post-termination obligation analysis (EU mandatory country law) - Channel conflict and dual distribution assessment - Deviation classification (GREEN / YELLOW / RED / COMPETITION-RISK) - Redline generation with fallback positions - Multi-stakeholder impact mapping - Glass Box audit trail **Does not:** - Draft new distribution agreements (use a drafting-specific skill) - Provide legal advice or replace qualified competition or distribution law counsel - Replace a full antitrust analysis for market-share-sensitive transactions - Apply exclusively to one jurisdiction — jurisdiction-agnostic with [JURISDICTION-SPECIFIC] markers This is a jurisdiction-agnostic skill with specific coverage of EU and US frameworks. The contract's own governing law clause determines which legal framework applies. The review identifies the governing law early and adapts the analysis accordingly. **Primary frameworks covered:** - **EU**: VBER 2022 (Regulation 2022/720), ...

## Jurisdictions

Global



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