Direct Account Carve out Clauses in Industrial Master Distribution Agreements
Direct account carve-outs require verifiable volume floors, explicit legal entity schedules, dynamic split-margin fee structures, and immediate setoff remedies.
Schedule B Reserved Accounts
Meaning
Channel agreements commonly utilize attached schedules to specify the customer accounts that are excluded from a distributor’s exclusive territory. The schedule b reserved accounts is a contract annex that lists specific customers that the manufacturer retains for direct sales, preventing the distributor from selling to them or claiming commissions on those sales. This document defines the boundary where the distributor’s marketing territory does not apply.
It serves to align channel efforts by detailing which corporate clients must be bypassed by regional teams.
Customer Segregation
Segmenting these accounts is done to protect existing relationships with global buyers or government agencies. The schedule b reserved accounts list ensures that these high-priority clients are managed directly by the manufacturer’s corporate sales team. This direct contact ensures that pricing is consistent across all of the buyer’s global locations.
Compensation Carve-out
Sales made to these reserved clients are not eligible for distributor commissions or volume bonuses. The schedule b reserved accounts list ensures that the distributor is only compensated for accounts they actively manage. This separation protects the manufacturer’s margin on these high-volume sales.
Dispute Avoidance
Having a clear, written list of excluded accounts prevents conflicts over who owns a customer relationship. The schedule b reserved accounts list is updated annually to reflect new corporate accounts and changes in the market. This routine maintenance ensures that both parties have a shared understanding of their sales targets.