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Introduction to the application of Article 101 TFEU to vertical agreements

Introduction to the application of Article 101 TFEU to vertical agreements This Practice Note refers to the Vertical Block Exemption Regulation, Commission Regulation 2022/720 (VBER 2022) and the Commission’s 2022 Guidelines on Vertical Restraints (2022 Guidelines). What is a vertical agreement? A vertical agreement is an agreement entered into by separate undertakings operating at different levels in the supply chain, for example, a manufacturer and its distributors. A supplier may wish to have one or multiple resellers for its goods or services, through one or more levels of the supply chain, such as an EU or country-specific importer and further resellers operating at the wholesale and retail levels. These activities will all constitute vertical agreements. Vertical agreements are generally agreements between non-competitors. This is in contrast to horizontal agreements, which are agreements between competitors. Vertical agreements can take many different forms. The key types include: (i) agency; (ii) exclusive distribution; (iii) selective distribution; (iv) ‘free’ or non-exclusive distribution; (v) franchising; and (vi) subcontracting. Each of these are discussed in more...

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Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

Technology Transfer Block Exemption—standard clauses (long form)

Standard clauses—general Definitions 1 Active Sales means actively approaching individual customers or marketing/advertising directly to specific customer groups, or customers in a particular territory in order to make sales; Contract Products means goods and/or services produced with the Licensed Technology; Exclusive Customer Groups is defined in Schedule [insert], with the relevant exclusive customers identified therein; Exclusive Term is defined in Schedule [insert]; ...