Document a UK distributor territory proposal without treating it as an exclusivity agreement

Record the proposed product range, area and customer segment separately, and keep every unagreed territory or exclusivity term visible for authorised review. A distributor’s statement that it serves a market is not evidence that your company has granted it that market; a proposal-status label does not by itself determine legal effect.

Capture the proposal before turning it into an account fact

Preserve the distributor’s actual wording and the date it was received. If a message says “we cover the UK”, record it as the distributor’s claim about reach, not as an authorised territory in your company record. Identify the organisation making the proposal and the particular product or service under discussion. A broad company profile may describe a different range from the one being proposed. The register should show the source of each claim rather than combining separate statements into a larger mandate.

Distinguish a commercial discussion from a confirmed instruction. A salesperson may be authorised to explore a proposal without being authorised to grant territory rights. Record who within your organisation can review the proposed terms and what they have actually decided. Do not put an exclusivity flag on the account because the distributor used that word or because the opportunity has reached an advanced stage. The current stage describes your work, not a substitute for evidence of the relevant agreement.

Keep the status language accurate without promising that a label controls the legal position. Describing a register as a proposal can help colleagues understand the intended workflow, but the effect of communications and conduct requires appropriate review in the actual circumstances. This guide does not supply a safe-harbour phrase, contract clause or determination that no agreement exists. It organises the unresolved facts and terms so authorised commercial and legal reviewers can assess what should happen next.

Separate product range, area and customer segment

Name the proposed range precisely enough to distinguish it from your wider catalogue. A discussion about one component family should not become a mandate for every product sold under the brand. Record which variants or services are included, excluded or still unclear. If the distributor requests a future range that is not yet confirmed, keep it as an open request. Do not turn a roadmap discussion into an assurance that the range will be available or that the distributor will receive it.

Describe the geographical area in the words actually proposed, then list ambiguities that matter. “UK”, “Great Britain” and a list of regions are not interchangeable labels. Ask the authorised parties to clarify the intended area rather than silently expanding or narrowing it in a CRM field. Do not add Ireland because a distributor’s website serves Irish customers; that would be a separate proposed scope requiring its own evidence and review. Geography is one dimension of the proposal, not the whole commercial arrangement.

Record the customer segment separately from the area. A proposal might concern a particular channel or application rather than every customer located in the region. Clarify how existing accounts, direct enquiries and other relevant channels are to be treated, without inventing a default allocation rule. These unresolved points belong in the proposal register. The salesperson should not infer that a location claim includes every segment or that a product discussion overrides an existing channel arrangement.

Compare claimed reach with evidence of operational capability

A distributor’s statement of reach can be a starting input, but identify what it actually means. A sales address, an existing customer base and an ability to perform local service are different claims. Ask for the evidence relevant to the proposed arrangement through the approved process. Do not describe all of those capabilities as established because the website lists a region. Equally, do not demand unrelated confidential customer information when a narrower explanation of the proposed route would answer the current question.

Keep capability evidence distinct from a supplier mandate. Even convincing evidence of regional activity does not show that your company has authorised that territory or accepted exclusivity. Conversely, a proposed mandate does not prove the operational capability to deliver every promised activity. The register therefore separates the source of the reach claim, the supporting evidence, the unresolved capability question and the authorisation decision. That structure prevents a strong commercial presentation from silently answering a different question about rights.

If a proposal involves restrictions on territories, customers or other distribution terms, obtain appropriately qualified review of the actual arrangement. The Competition and Markets Authority publishes guidance on vertical agreements and the application of the UK block exemption order. The existence of that guidance is a reason to use the relevant review process, not evidence that your proposed terms qualify for an exemption. This article gives no legal thresholds, approved restriction wording or conclusion about a particular agreement.

Populate a fictional proposal register with an overlap

The following proposal is entirely fictional and represents no real distributor or product. Distributor D asks to discuss Component Range P for a defined group of industrial customers in the Midlands. Its company profile separately says that it serves customers across the UK. The register records the Midlands proposal as the area under discussion and the nationwide statement only as a claimed reach requiring context. It does not turn either statement into a supplier-authorised territory.

The fictional supplier already has a direct customer relationship involving Range P in the proposed segment. The register names the overlap by internal account reference available only to authorised reviewers, not by disclosing unnecessary customer details to the prospective distributor. It records Range P, the proposed area, the segment, the reach claim and the unresolved treatment of existing direct accounts. The commercial reviewer owns the overlap question; the legal reviewer is assigned any proposed restrictions requiring assessment. No sales representative promises that the account will transfer.

In the contrasting fictional case, the distributor asks for exclusive UK coverage while the message leaves product scope and customer segment undefined. The team records those requests as unresolved and holds any corresponding account-authority change. A friendly reply or silence from another colleague is not entered as confirmed acceptance. These cases are constructed working examples, not evidence of real agreements or channel results. They demonstrate the register’s purpose: preserve the proposal and route its unresolved terms without making a legal conclusion about the effect of any actual communication.

Route existing-channel conflicts to an authorised decision

Check the proposed scope against the channel information your organisation is entitled to use. Identify the specific overlap and its owner rather than circulating a full customer list to everyone in the negotiation. A product, area or segment conflict can have different consequences depending on the actual arrangements. The register should identify what needs review and which source or agreement reference the authorised person must inspect. Do not summarise confidential terms inaccurately simply to make the worksheet self-contained.

Keep unresolved issues visible in the next communication draft. A statement such as “we look forward to working across your territory” may imply more certainty than the current review supports. Ask the authorised reviewer to check the actual language and context. This is not a request to add a generic disclaimer to every sentence. It is a check that the response does not silently grant the very scope still being discussed or contradict an existing arrangement that has not yet been assessed.

If an overlap is resolved, record who decided it, the scope of the decision and any further conditions. Do not broaden a decision about one named account to all direct customers. Where a term remains unagreed, keep its status and responsible reviewer explicit. The internal register is a decision record, not the distributor agreement itself. Any formal document or operational instruction follows the authorised process and its actual terms, rather than being generated from a field whose history nobody has checked.

Maintain proposal status until the reviewed next step is clear

Before changing an operational account field, compare the proposed update with the authorised decision. A territory note, pricing arrangement or channel assignment may have effects beyond the sales team’s display. Record the old value and preview the intended change through your actual system. If the review has only approved another discussion, the operational mandate should not be marked granted. This guide does not assert that LDM enforces exclusivity, validates agreements or automatically separates a proposal from a binding channel instruction.

The completed register contains the range, area, segment, claimed reach, supporting evidence, existing-channel overlap, unresolved term and authorised reviewer. It differs from general stakeholder mapping because it evaluates a proposed external channel scope, not roles within a buying committee. It also differs from checking whether a distributor can service one customer: that is an operational-capability question, while this task preserves what territory and terms are being proposed and what has actually been reviewed. Leave legal effect and agreement conclusions to the appropriate qualified review.

Source, checked 18 October 2026: Competition and Markets Authority, Vertical agreements block exemption order guidance, https://www.gov.uk/government/publications/vabeo-guidance . The source describes the subject and purpose of CMA guidance on vertical agreements. The proposal register and cases are editorial recommendations or explicitly fictional; no exemption, lawful restriction, binding-status conclusion or actual distribution right is claimed.

You can test this in practice with a free inbox placement test on check.live-direct-marketing.online.

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