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United Kingdom

Vertical agreements under EU competition law: Article 101 TFEU, VBER 2022 safe harbours, hardcore/excluded restrictions, and analysis of agency, exclusive/selective/free distribution, franchising and subcontracting

Published by a LexisNexis Competition expert

Practice notes

This Practice Note references 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 a contract concluded by distinct undertakings working at separate stages of the supply chain—eg a producer and its distributors. A supplier may choose a single or multiple resellers for its products or services, across one or more layers of the chain, for instance an EU or country‑specific importer and additional resellers operating at wholesale and retail levels. These arrangements all amount to vertical agreements. Such agreements are typically between non‑competitors, in contrast to horizontal agreements, which are between competitors. Vertical agreements can assume various forms.

The principal types include:

agency;
exclusive distribution;
selective distribution;
‘free’ or non‑exclusive distribution;
franchising;
subcontracting.

Each is explored in greater detail below. There are also numerous types of restriction that may arise in a vertical setting. Key restrictions include (amongst other things):

(i) resale price maintenance (RPM);
(ii) restrictions on the territories or customers a party may sell to;

Further examples exist, but prominent ones are RPM and limitations on territories or customer groups to whom a party is permitted to sell...

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Web page updated on 22/05/2026

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