Our client, Ellis-Elan Jewelry Design, LLC is entering into a distribution agreement with a Latin American fashion distributor, Moda Hermosa. Moda Hermosa is planning to open pop-up stores in various Latin American locations over the next few years. Ellis-Elan Jewelry Design would like to introduce its jewelry into Latin America and grow that market. Our client believes Moda Hermosa has a good reputation and thinks it will do a good job promoting the product in Latin America. Ellis-Elan has agreed to give Moda Hermosa a 3-year exclusive distributorship in Latin America.
Ellis-Elan wants to get this deal done quickly, but I’m concerned I want to make sure we cover what happens if the deal goes wrong. Please draft a termination provision that you think will protect Ellis-Elan. If you think we need more information or have any observations about the transaction, please write them in a cover note.