# EXCLUSIVITY AGREEMENT
## Worked fictional document and important note
This fictional unsigned document is an illustrative commercial arrangement, not legal advice or a guarantee that restrictions are enforceable. The Parties must obtain competition-law advice, particularly if either has market power or the arrangement concerns resale pricing, customers or a broad territory.
Date: 10 March 2027
Parties: Vale & Co Outdoor Limited, company number 09900112, of 11 Moorland Street, Sheffield S1 2GH (“Supplier”); and Calder Retail Group Limited, company number 08345671, of 90 Riverside Way, Manchester M3 4LD (“Distributor”).
## 1. Appointment and scope
The Supplier appoints the Distributor as its exclusive authorised distributor for the “Trailmark” range in the United Kingdom from 1 April 2027 to 31 March 2029, subject to this Agreement. Exclusivity covers sales to independent outdoor retailers and approved online channels listed in Schedule 1. It does not cover direct sales to the Reserved Accounts, government tenders, warranty replacements or products outside the Trailmark range.
The Supplier will not appoint another distributor for the covered channels and will refer qualifying enquiries to the Distributor. The Distributor will actively market and resell the range, but may sell competing products provided it does not misuse Confidential Information or falsely represent them as Trailmark. Neither Party may bind the other or describe the relationship as a partnership or agency.
## 2. Orders, prices and delivery
Orders are subject to the Supplier’s written confirmation. The 2027 recommended wholesale prices are £38 for the Summit Pack, £64 for the Ridge Jacket and £22 for the Valley Flask, excluding VAT. Prices are reviewed on 1 January each year with 60 days’ notice; a change cannot apply to an accepted order.
The Distributor’s first-year minimum purchase is 1,200 Summit Packs, 600 Ridge Jackets and 1,000 Valley Flasks. At those prices the minimum product value is £45,600 + £38,400 + £22,000 = £106,000 excluding VAT. At an illustrative VAT rate of 20 per cent, VAT is £21,200 and the total is £127,200. The minimum is tested on invoiced, non-returned goods delivered between 1 April 2027 and 31 March 2028.
The Supplier aims to deliver confirmed orders within 15 Business Days. Risk passes on delivery and title on payment. The Distributor must inspect promptly and report visible shortage or damage within five Business Days; latent defects must be reported within five Business Days after discovery. The Supplier will repair, replace or credit non-conforming goods at its choice.
## 3. Performance and review
By the fifth Business Day of each month the Distributor will provide a report of units ordered, delivered, sold, stock, returns, marketing activity and complaints. The Distributor must spend at least £24,000 on approved Trailmark marketing in the first year, including £8,000 on retailer training and £6,000 on a September campaign. Spend on staff or general overhead is not counted.
If the Distributor has achieved less than 80 per cent of the minimum purchase at 31 December 2027, the Parties will meet within 10 Business Days and agree a recovery plan. If it has not reached 100 per cent by 31 March 2028, the Supplier may convert exclusivity to non-exclusive status on 30 days’ notice. The Distributor’s failure to meet a target caused by the Supplier’s unremedied shortage or defective goods is disregarded to that extent.
## 4. Territory, customers and fair dealing
The Distributor must not actively target customers outside the United Kingdom through restricted channels, but may fulfil unsolicited orders where lawful. The Supplier retains direct relationships with North Peak Stores, the National Parks Procurement Service and any named account added by signed amendment. It must not use the Distributor’s non-public customer list to bypass the Distributor.
Neither Party may impose a fixed or minimum resale price. Suggested prices are recommendations only. The Parties will comply with the Competition Act 1998, the UK competition-law regime and applicable consumer, advertising, modern-slavery, sanctions and anti-bribery law. If a restriction is unlawful, the Parties will narrow it to the minimum lawful extent rather than treating the entire Agreement as void.
## 5. Branding, intellectual property and marketing
The Supplier owns Trailmark names, logos, designs, product photographs and specifications. It grants a royalty-free, non-exclusive licence during the term to use approved materials solely to market and sell the range. The Distributor must follow the brand guide, obtain approval for new claims and remove outdated material within 10 Business Days of notice.
The Distributor owns its pre-existing customer systems and general marketing know-how. It grants no ownership of those materials, but may be required to provide a non-confidential campaign report. Each Party must obtain permission before using the other’s name in a press release. No licence is granted after termination except for sell-off under clause 8.
## 6. Confidentiality, data and audit
Confidential Information includes margins, forecasts, customer lists, product plans and non-public sales data. It may be used only for this Agreement, disclosed to personnel and advisers with a need to know, and protected by reasonable security. Exceptions apply to public, already-known, independently developed or lawfully received information. Compelled disclosure is allowed where legally required after notice where lawful.
Each Party will comply with UK GDPR and the Data Protection Act 2018. If the Distributor processes customer data for the Supplier, the Parties will sign Article 28 terms. Once each year on 10 Business Days’ notice, the Supplier may audit records relevant to minimum purchases and marketing spend, subject to confidentiality and reasonable business hours. Records are retained for seven years.
## 7. Liability and insurance
Each Party warrants authority and compliance with law. The Supplier warrants that, at delivery, goods conform to the agreed specification; the Distributor warrants that its marketing claims are accurate and approved. Each Party maintains public liability insurance of at least £2,000,000 per claim and any compulsory employer cover.
Except for fraud, death or personal injury caused by negligence, title, confidentiality, data protection, IP infringement, deliberate breach and liability that cannot lawfully be limited, aggregate liability is capped at £500,000. Neither Party is liable for indirect loss or loss of anticipated profit, but this does not limit unpaid invoices, indemnified third-party claims or the obligation to stop unauthorised use.
## 8. Ending, sell-off and remedies
Either Party may terminate without cause on 120 days’ notice after 1 April 2028. Either may terminate for insolvency or material breach not remedied within 20 Business Days; exclusivity may be suspended immediately for serious competition-law or brand-safety risk. After termination, the Distributor may sell genuine paid-for stock for 90 days using approved branding, must not replenish it as an exclusive distributor, and must provide a final stock report. The Supplier may buy that stock at the Distributor’s landed cost by notice within 20 Business Days.
The Parties acknowledge that unauthorised use of marks or customer bypass may cause harm not adequately compensated by damages. Either may seek an injunction, specific performance or other lawful remedy. Ending does not affect accrued payments, confidentiality, audit, data, liability or dispute clauses.
## 9. Disputes and general terms
Operational disputes go first to the commercial leads, Priya Shah and Daniel Brooks, who meet within 10 Business Days; unresolved disputes go to director negotiation and then voluntary CEDR mediation in Birmingham. Urgent relief and undisputed debt recovery are not delayed. The law of England and Wales governs and the courts of England and Wales have exclusive jurisdiction.
Notices must be written and may be served by hand at, or sent by signed-for post to, the relevant Party’s registered office stated above, or sent by email to an email address that Party has notified in writing for notices. Hand delivery is effective on delivery; signed-for post is effective on recorded delivery or, if earlier, at 9.00 am on the second Business Day after posting; and email is received when no failure message is received before 5.00 pm on a Business Day. The Agreement is entire, amendments and waivers are signed, assignment needs consent except for a qualifying group transfer, severability applies and counterparts are permitted.
Schedule 1 — approved channels: the Distributor may sell through its own website, named independent retailers in the United Kingdom and the OutdoorTrade marketplace account “CalderTrail”. The Supplier’s reserved accounts are North Peak Stores and the National Parks Procurement Service.
For Vale & Co Outdoor Limited: Priya Shah, Director — Signature: __________________ Date: __________
For Calder Retail Group Limited: Daniel Brooks, Director — Signature: __________________ Date: __________