Distribution Contract Template

This Distribution Contract (“Agreement”) is made as of [Date of Agreement].

1. Parties

Supplier

Legal Name: [Supplier Legal Name]

Entity Type: [Corporation / LLC / Partnership / Sole Proprietor / Other]

Registration / Company Number: [Registration Number]

Registered Address: [Supplier Registered Address]

Mailing Address (if different): [Supplier Mailing Address]

Email: [Supplier Email Address]

Phone: [Supplier Phone Number]

Distributor

Legal Name: [Distributor Legal Name]

Entity Type: [Corporation / LLC / Partnership / Sole Proprietor / Other]

Registration / Company Number: [Registration Number]

Registered Address: [Distributor Registered Address]

Mailing Address (if different): [Distributor Mailing Address]

Email: [Distributor Email Address]

Phone: [Distributor Phone Number]

2. Appointment and Territory

2.1 Appointment

Subject to the terms of this Agreement, Supplier appoints Distributor, and Distributor accepts appointment, as a distributor of the Products (defined in Section 3) in the Territory (defined below).

2.2 Territory

Territory: [Territory Description, e.g., specific countries, regions, or customer group]

2.3 Exclusivity

The distribution rights granted to Distributor in the Territory are:

☐ Exclusive

☐ Non-exclusive

☐ Sole (Supplier reserves right to sell directly but will not appoint other distributors)

Any limitations or exceptions to exclusivity: [Description or “None”]

3. Products

3.1 Products

The products covered by this Agreement (the “Products”) are:

Product List / Description: [Product Names and Descriptions]

3.2 Changes to Product Range

Supplier may add, modify, or discontinue Products upon prior written notice to Distributor. Any discontinued Products already ordered and accepted will be supplied, unless otherwise agreed in writing.

4. Term

Initial Term: [Length of Initial Term]

Start Date: [Start Date]

End Date: [End Date]

After the Initial Term, this Agreement will:

☐ Automatically renew for successive periods of [Renewal Term Length] unless either party gives written notice of non-renewal at least [Number] days before the end of the then-current term.

☐ End automatically on the End Date unless the parties sign a written extension or renewal.

5. Orders, Pricing, and Payment

5.1 Orders

Distributor will submit purchase orders to Supplier specifying Product quantities, delivery dates, and delivery locations. Supplier may accept or reject each purchase order in writing, subject to any agreed forecast commitments.

5.2 Minimum Purchase Requirements (If Any)

If the parties agree on minimum purchase quantities, those requirements are:

Minimum Purchase Obligation: [Minimum Quantities for Periods or “None”]

5.3 Prices

Supplier’s prices to Distributor for the Products are:

Price List Reference: [Price List Name or Description]

Currency: [Currency]

Supplier may adjust prices upon [Number] days’ prior written notice. Price changes apply only to orders placed after the effective date of the change, unless otherwise agreed.

5.4 Payment Terms

Payment Terms: [For example, “Net 30 days from invoice date”]

Payment Method: [Wire Transfer / Bank Transfer / Other]

Bank Details: [Supplier Bank Name, Account Details]

Late Payment Interest (if any): [Interest Rate or “None”]

6. Delivery, Title, and Risk

6.1 Delivery Terms

Delivery Terms (Incoterms, if used): [For example, “FOB [Port]” or “CPT [Destination]”]

Scheduled Delivery Location(s): [Delivery Locations]

6.2 Title and Risk

Risk of loss or damage to the Products passes from Supplier to Distributor in accordance with the agreed delivery terms stated above.

Title to the Products passes from Supplier to Distributor upon:

☐ Delivery under the agreed Incoterms

☐ Full payment of the applicable invoice

☐ Other: [Description]

7. Distributor Obligations

Distributor will:

• Use commercially reasonable efforts to promote, market, and sell the Products in the Territory.

• Maintain a sales organization and facilities appropriate for the Territory and Products.

• Comply with Supplier’s reasonable branding, quality, and marketing guidelines provided in writing.

• Comply with all applicable laws and regulations, including import, export, advertising, and product safety laws.

• Refrain from making statements about the Products that are inconsistent with Supplier’s written specifications or documentation.

• Provide Supplier with reasonable sales and inventory reports in a format and frequency agreed by the parties.

Use commercially reasonable efforts to promote, market, and sell the Products in the Territory.

Maintain a sales organization and facilities appropriate for the Territory and Products.

Comply with Supplier’s reasonable branding, quality, and marketing guidelines provided in writing.

Comply with all applicable laws and regulations, including import, export, advertising, and product safety laws.

Refrain from making statements about the Products that are inconsistent with Supplier’s written specifications or documentation.

Provide Supplier with reasonable sales and inventory reports in a format and frequency agreed by the parties.

8. Supplier Obligations

Supplier will:

• Supply Products to Distributor in accordance with accepted purchase orders and agreed delivery terms.

• Provide Distributor with Product information, specifications, and marketing materials reasonably necessary for promotion and sale.

• Use commercially reasonable efforts to fulfill orders within agreed lead times.

• Notify Distributor of significant changes in Product specifications or availability.

Supply Products to Distributor in accordance with accepted purchase orders and agreed delivery terms.

Provide Distributor with Product information, specifications, and marketing materials reasonably necessary for promotion and sale.

Use commercially reasonable efforts to fulfill orders within agreed lead times.

Notify Distributor of significant changes in Product specifications or availability.

9. Intellectual Property and Branding

9.1 Ownership

Supplier retains all right, title, and interest in and to the trademarks, trade names, logos, designs, copyrights, patents, and other intellectual property associated with the Products and Supplier’s business.

9.2 Limited License

Supplier grants Distributor a non-exclusive, non-transferable license, during the term of this Agreement and within the Territory, to use Supplier’s trademarks and marketing materials solely to market and resell the Products in accordance with this Agreement.

Distributor will not:

• Register or attempt to register any trademark or domain name confusingly similar to Supplier’s marks.

• Alter, remove, or obscure any trademarks, trade names, or other markings on the Products or packaging.

Register or attempt to register any trademark or domain name confusingly similar to Supplier’s marks.

Alter, remove, or obscure any trademarks, trade names, or other markings on the Products or packaging.

10. Confidentiality

Each party may receive or have access to confidential or proprietary information of the other party. Each party agrees to:

• Keep such information confidential and use it only for purposes of this Agreement.

• Not disclose such information to any third party except to employees or advisors who need to know it and are bound by confidentiality obligations.

Keep such information confidential and use it only for purposes of this Agreement.

Not disclose such information to any third party except to employees or advisors who need to know it and are bound by confidentiality obligations.

This obligation continues for [Number] years after termination or expiration of this Agreement, except for information that becomes public through no fault of the receiving party.

11. Warranties and Disclaimers

11.1 Product Warranty

Supplier’s Product warranty (if any) to Distributor is:

Product Warranty Description: [Warranty Terms or “Products are sold without additional warranty except as required by law”]

Any end-customer warranties will be handled as agreed by the parties or as provided in Supplier’s end-user documentation.

11.2 Disclaimer

Except as expressly stated in this Agreement, neither party makes any other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the extent permitted by law.

12. Limitation of Liability

To the extent permitted by law:

• Neither party is liable to the other for indirect, incidental, consequential, or punitive damages arising out of this Agreement.

• Each party’s aggregate liability to the other party under this Agreement is limited to an amount equal to [Liability Cap, e.g., “the total amounts paid by Distributor to Supplier under this Agreement during the 12 months preceding the event giving rise to the claim”], except for:

  • Unpaid purchase price for Products;

  • Confidentiality breaches;

  • Infringement of intellectual property rights;

  • Liability that cannot be limited by law.

Neither party is liable to the other for indirect, incidental, consequential, or punitive damages arising out of this Agreement.

Each party’s aggregate liability to the other party under this Agreement is limited to an amount equal to [Liability Cap, e.g., “the total amounts paid by Distributor to Supplier under this Agreement during the 12 months preceding the event giving rise to the claim”], except for:

• Unpaid purchase price for Products;

• Confidentiality breaches;

• Infringement of intellectual property rights;

• Liability that cannot be limited by law.

Unpaid purchase price for Products;

Confidentiality breaches;

Infringement of intellectual property rights;

Liability that cannot be limited by law.

13. Compliance and Anti-Bribery

Each party will comply with all applicable laws relating to its activities under this Agreement, including anti-bribery and anti-corruption laws, export control laws, and sanctions rules.

Neither party will offer, give, request, or accept any undue financial or other advantage in connection with this Agreement.

14. Termination

14.1 Termination for Convenience (If Agreed)

Either party may terminate this Agreement for any reason upon [Number] days’ prior written notice to the other party, after the Initial Term unless otherwise stated.

14.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure the breach within [Number] days after receiving written notice describing the breach; or

• Becomes insolvent, enters into bankruptcy or liquidation proceedings, or ceases to carry on business in the ordinary course.

Materially breaches this Agreement and fails to cure the breach within [Number] days after receiving written notice describing the breach; or

Becomes insolvent, enters into bankruptcy or liquidation proceedings, or ceases to carry on business in the ordinary course.

15. Effects of Termination

Upon termination or expiration of this Agreement:

• Distributor will promptly stop representing itself as an authorized distributor of Supplier and cease use of Supplier’s trademarks except as permitted to sell remaining inventory.

• Supplier may, at its option, repurchase any unsold Products in Distributor’s inventory at a price and on terms agreed by the parties, or allow Distributor to sell off remaining inventory for a limited period:

Distributor will promptly stop representing itself as an authorized distributor of Supplier and cease use of Supplier’s trademarks except as permitted to sell remaining inventory.

Supplier may, at its option, repurchase any unsold Products in Distributor’s inventory at a price and on terms agreed by the parties, or allow Distributor to sell off remaining inventory for a limited period:

Sell-Off Period (if any): [Length of Sell-Off Period]

• All outstanding invoices become due and payable in accordance with existing payment terms, unless otherwise agreed in writing.

• Confidentiality obligations and any other provisions intended to survive termination will remain in effect.

All outstanding invoices become due and payable in accordance with existing payment terms, unless otherwise agreed in writing.

Confidentiality obligations and any other provisions intended to survive termination will remain in effect.

16. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Distributor has no authority to bind Supplier except as expressly authorized in writing.

17. Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other party, except that either party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee agrees in writing to be bound by this Agreement.

18. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Dispute Resolution Method: [Court jurisdiction / Arbitration under specified rules / Other mechanism]

The parties will first attempt in good faith to resolve any dispute through negotiation before starting formal proceedings.

19. Notices

Any notice under this Agreement must be in writing and sent to the addresses or email addresses set out in Section 1 (or any updated address notified in writing).

Permitted delivery methods:

• Personal delivery or courier

• Registered or certified mail

• Email with confirmation of sending

Personal delivery or courier

Registered or certified mail

Email with confirmation of sending

20. Entire Agreement and Amendments

This Agreement contains the entire understanding between the parties regarding distribution of the Products in the Territory and supersedes any prior written or oral agreements on the same subject.

Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

21. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be interpreted as closely as possible to its original intent, to the extent permitted by law.

22. Counterparts and Electronic Signatures

This Agreement may be signed in counterparts, each of which is considered an original, and all of which together form one agreement. Signatures delivered electronically will have the same effect as original signatures, to the extent permitted by law.

Signatures

Supplier:

Signature: _______________________________

Printed Name: [Supplier Signatory Name]

Title: [Supplier Signatory Title]

Date: [Date Signed by Supplier]

Distributor:

Signature: _______________________________

Printed Name: [Distributor Signatory Name]

Title: [Distributor Signatory Title]

Date: [Date Signed by Distributor]

Witnesses (If Used)

Witness 1:

Signature: _______________________________

Printed Name: [Witness 1 Full Legal Name]

Address: [Witness 1 Address]

Date: [Date Signed by Witness 1]

Witness 2 (if required):

Signature: _______________________________

Printed Name: [Witness 2 Full Legal Name]

Address: [Witness 2 Address]

Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]

County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Supplier Signatory Name] and [Distributor Signatory Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Distribution Contract for the purposes stated in it.

Notary Public Signature: _______________________________

Notary Public Printed Name: [Notary Full Name]

My Commission Expires: [Commission Expiration Date]

Notary Seal: ☐