How do the templates deal with the transfer of ownership of the products? Do they use the Incoterms definitions?
The distribution agreement templates incorporate two different sets of short-form provisions covering the transfer of title (and risk) in the products. One of these sets of provisions is similar, but not identical, to the EX WORKS terms under Incoterms 2000. The other is specifies that the supplier is responsible for shipping. Alternatively, you can incorporate your standard delivery T&Cs into the agreements.
Do the templates include a product liability indemnity?
Yes. Both variants include an optional indemnity protecting the distributor in the case of a product liability claim. The indemnity may be made subject to the distributor's co-operation in relation to any claim.
Could these precedents be used for the distribution of software?
They are designed for product distribution. Insofar as the software being distributed constitutes a product under applicable law, then they would represent a reasonable starting point. For instance, they might be appropriate in relation to the distribution of packaged software. However, they do not include licensing terms (you will also need a EULA) and are not a good starting point where the software distribution constitutes the supply of a service.
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