Distribution Agreement Template (Free)

DISTRIBUTION AGREEMENT

This Distribution Agreement (the "Agreement") is made on [DATE]

BETWEEN
[SUPPLIER LEGAL NAME], a company registered in [COUNTRY] with address [SUPPLIER ADDRESS] (the "Supplier"),

AND
[DISTRIBUTOR LEGAL NAME], a company registered in [COUNTRY] with address [DISTRIBUTOR ADDRESS] (the "Distributor").

1. APPOINTMENT
1.1 The Supplier appoints the Distributor as its [EXCLUSIVE / NON-EXCLUSIVE] distributor of the Products in the Territory, and the Distributor accepts the appointment.
1.2 "Products" means [DESCRIPTION OF PRODUCTS]. "Territory" means [COUNTRY OR REGION].
1.3 Where the appointment is exclusive, the Supplier will not appoint another distributor for the Products in the Territory during the Term, save as set out in clause 1.4.
1.4 The Supplier [MAY / MAY NOT] sell the Products directly to customers in the Territory.

2. TERM
2.1 This Agreement starts on [START DATE] and continues for [NUMBER] years (the "Initial Term"), then renews automatically for successive [NUMBER]-year periods unless either party gives [NUMBER] days written notice before the end of the then-current term.

3. DISTRIBUTOR OBLIGATIONS
3.1 Use reasonable efforts to promote and sell the Products throughout the Territory.
3.2 Purchase at least [MINIMUM QUANTITY OR VALUE] of Products per [PERIOD] (the "Minimum Purchase").
3.3 Maintain adequate stock, a competent sales team and after-sales support.
3.4 Comply with all laws and obtain all licences required to import, market and sell the Products in the Territory.
3.5 Not sell the Products outside the Territory or actively solicit customers outside it.

4. SUPPLIER OBLIGATIONS
4.1 Supply the Products ordered under clause 5 in line with agreed lead times.
4.2 Provide reasonable marketing materials, product training and technical support.
4.3 Inform the Distributor of changes to the Products with reasonable notice.

5. ORDERS, PRICING AND PAYMENT
5.1 The Distributor places orders in writing. The Supplier confirms acceptance and the delivery date.
5.2 Prices are those in the Supplier price list in force when the order is accepted. The Supplier may change prices on [NUMBER] days written notice.
5.3 Delivery is [INCOTERM 2020, e.g. FCA / CIF / DDP] [NAMED PLACE].
5.4 Payment terms are [e.g. 30% deposit, balance before shipment / net 30 days]. Late amounts carry interest at [RATE] per [PERIOD].

6. INTELLECTUAL PROPERTY
6.1 All trade marks, brand names and IP in the Products remain the Supplier property. The Distributor may use them only to market and sell the Products under this Agreement and must stop on termination.

7. CONFIDENTIALITY
7.1 Each party keeps the other party confidential information secret and uses it only for this Agreement, during the Term and for [NUMBER] years after.

8. TERMINATION
8.1 Either party may terminate on [NUMBER] days written notice if the other commits a material breach and does not cure it within [NUMBER] days, or becomes insolvent.
8.2 The Supplier may terminate or convert the appointment to non-exclusive if the Distributor misses the Minimum Purchase for [NUMBER] consecutive periods.
8.3 On termination the Distributor stops using the Supplier IP, and the parties settle outstanding orders and payments.

9. GENERAL
9.1 This Agreement is governed by the laws of [COUNTRY]. The courts of [COUNTRY OR CITY] have jurisdiction.
9.2 This Agreement is the entire agreement between the parties and replaces any earlier understanding.
9.3 Neither party may assign this Agreement without the other written consent.

SIGNED for and on behalf of the Supplier
Name: [NAME]   Title: [TITLE]   Signature: ____________   Date: ________

SIGNED for and on behalf of the Distributor
Name: [NAME]   Title: [TITLE]   Signature: ____________   Date: ________