UK vertical distribution/reseller agreements: practical drafting guide to VABEO compliance, dual distribution, RPM, territorial/customer restrictions, online sales, parity clauses, selective distribution and non-competes

Published by a LexisNexis Competition expert

Practice notes

This Practice Note outlines the principal UK competition law considerations that arise in distribution and reseller arrangements. It is designed chiefly for commercial and IT practitioners who are conducting their own competition assessment—particularly in‑house counsel without immediate access to specialists—while also serving as a handy reference for competition lawyers delivering comprehensive advice to clients. It covers:

a concise summary of the UK regime for vertical agreements;
core points to consider in an initial review of a distribution/reseller contract;
specific risk areas, with drafting pointers to steer clear of traps.

The emphasis is on securing compliance with the UK vertical agreements block exemption—the Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022 (VABEO).

Overview of the law Chapter I prohibition

Distribution and reseller deals fall within section 2 of the Competition Act 1998 (CA 1998), which bans agreements between undertakings, and concerted practices, that (a) could influence trade within the UK and (b) have the object or effect of preventing, restricting or distorting competition in the UK. This is referred to as the Chapter I prohibition...

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Web page updated on 22/05/2026

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