Sole Distributor Agreement Template

Sole Distributor Agreement Template

This Sole Distributor Agreement (“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, Territory, and Sole Distribution

2.1 Appointment

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

2.2 Territory

Territory: [Describe Territory – countries, regions, or defined customer segment]

2.3 Sole Distribution

During the term of this Agreement and within the Territory:

• Supplier will not appoint any other distributor or reseller for the Products.

• Supplier may:

  • Retain the right to sell the Products directly to end customers in the Territory; or

  • Waive or limit its right to sell directly, as described below.

Direct Sales by Supplier (select and adapt):

• [Option 1 – Direct Sales Allowed] Supplier may sell the Products directly to any customers in the Territory, provided that Supplier does not appoint any other distributors or resellers.

• [Option 2 – Limited Direct Sales] Supplier may sell directly only to the following categories of customers: [Describe categories, e.g., “national key accounts,” “government customers”].

• [Option 3 – No Direct Sales] Supplier will not sell the Products directly to customers in the Territory, except with Distributor’s prior written consent.

3. Products

3.1 Products

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

Product Names / Descriptions: [List of Products, families, or lines]

3.2 Changes to Products

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

4. Term

Initial Term: [Length of Initial Term – e.g., “3 years”]

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 renewed in writing.

5. Orders, Pricing, and Payment

5.1 Orders

Distributor will submit purchase orders to Supplier specifying Product quantities, requested delivery dates, and delivery locations. Supplier will confirm acceptance or rejection of each purchase order within [Number] days after receipt, subject to capacity and any agreed forecast mechanism.

5.2 Minimum Purchase Requirements (If Any)

If the parties agree on minimum purchase levels, Distributor will purchase at least the following minimum quantities or values of Products during each period stated:

Minimum Purchase Requirements: [Describe quantities/values and periods, or state “None”].

Failure to meet minimum purchase requirements may be treated as a material breach or may allow Supplier to revise or remove sole distribution status, as stated here: [Describe consequences, e.g., “Supplier may convert this Agreement to a non-exclusive distribution agreement upon written notice”].

5.3 Prices

Supplier’s prices for the Products sold to Distributor (“Distributor Prices”) are:

Price List Reference: [Price List Name / Version]
Currency: [Currency]

Supplier may update Distributor Prices upon at least [Number] days’ prior written notice. New prices apply to orders placed after the effective date of the change, unless the parties agree otherwise in writing.

5.4 Payment Terms

Payment Terms: [e.g., “Net 30 days from invoice date”]
Payment Method: [Wire Transfer / Bank Transfer / Other]
Bank / Payment Details: [Supplier Bank Name and Account Details]

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

6. Delivery, Title, and Risk

6.1 Delivery Terms

Delivery Terms (e.g., Incoterms): [For example, “FOB [Port]”, “CPT [City]”, or custom terms]
Delivery Locations: [Typical Delivery Points or Addresses]

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.

Title to the Products passes from Supplier to Distributor upon:

☐ Delivery under the agreed delivery terms; or
☐ Supplier’s receipt of full payment of the applicable invoice; or
☐ Other: [Describe].

7. Distributor Obligations

Distributor will:

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

• Maintain an appropriate sales organization, facilities, and staff for the Territory.

• Provide pre-sale and post-sale customer support consistent with Supplier’s guidelines.

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

• Refrain from making any false or misleading statements about the Products or Supplier, and avoid claims not supported by Supplier’s written specifications.

• Avoid selling the Products outside the Territory except with Supplier’s prior written consent.

• Provide Supplier with reasonable sales and inventory reports at the frequency and in the format 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 up-to-date Product information, specifications, and marketing materials in a format reasonably suitable for use in the Territory.

• Use commercially reasonable efforts to maintain sufficient inventory or production capacity to meet accepted orders within standard lead times.

• Notify Distributor of material changes to Product specifications, packaging, or safety instructions, and provide updated documentation where needed.

9. Intellectual Property and Branding

9.1 Ownership

Supplier retains all right, title, and interest in and to its trademarks, trade names, logos, designs, copyrights, patents, domain names, 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 for marketing, promoting, and reselling the Products under this Agreement.

Distributor will not:

• Register or attempt to register any trademark, domain name, or social media handle that is identical or confusingly similar to Supplier’s marks.

• Remove, alter, or obscure any trademark, trade name, or other proprietary markings on the Products or packaging.

• Create its own packaging or labels incorporating Supplier’s marks without Supplier’s prior written approval.

10. Confidentiality

Each party may receive confidential or proprietary information from the other party in connection with this Agreement. Each party agrees to:

• Keep such information confidential and not disclose it to any third party except to employees, contractors, or advisors who need to know it and are bound by confidentiality obligations; and

• Use such information only for purposes of performing this Agreement.

These confidentiality obligations continue for [Number] years after the termination or expiration of this Agreement, except for information that becomes public through no fault of the receiving party.

11. Warranties and Product Claims

11.1 Product Warranty

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

Product Warranty: [Describe warranty terms or “Products are provided without additional warranty except as required by law.”]

Any end-customer warranties and warranty procedures will be: [Describe approach, e.g., “governed by Supplier’s standard end-user warranty terms and handled through Distributor with Supplier support.”]

11.2 Disclaimer

Except for the express warranties in this Agreement and to the extent permitted by applicable law, each party disclaims all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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 or relating to this Agreement, including lost profits or lost business opportunities.

• Each party’s aggregate liability to the other party arising out of or relating to this Agreement is limited to an amount equal to [Liability Cap – for example, “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 or misuse of intellectual property;

  • Liability that cannot be limited under applicable law.

13. Compliance and Anti-Bribery

Each party will comply with all laws applicable to its activities under this Agreement, including:

• Anti-bribery and anti-corruption laws;

• Export control and sanctions laws;

• Applicable competition and consumer protection laws.

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

14. Termination

14.1 Termination for Convenience (If Agreed)

After the Initial Term, either party may terminate this Agreement for any reason by giving at least [Number] days’ prior written notice to the other party, unless otherwise stated here: [Additional conditions or “None”].

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 similar proceedings, or ceases to carry on business in the ordinary course.

15. Effects of Termination

Upon termination or expiration of this Agreement:

• Distributor will immediately stop representing itself as Supplier’s distributor and stop using Supplier’s marks, except as allowed to sell off remaining stock.

• Supplier may, at its option:

  • Allow Distributor a limited sell-off period for remaining inventory in the Territory; and/or

  • Offer to repurchase unsold Products under mutually agreed terms.

Sell-Off Period (if any): [Length of Sell-Off Period and conditions, or “None”].

• Distributor remains responsible for paying all outstanding invoices according to agreed payment terms.

• Sections intended to survive (including confidentiality, IP ownership, limitations of liability, and governing law) will remain in effect.

16. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, employment, or other relationship beyond that of independent contracting parties. Distributor has no authority to bind Supplier unless 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 interest in connection with a merger, corporate reorganization, or sale of substantially all of its assets, provided 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 / Mediation followed by court or arbitration].

Before starting formal proceedings, the parties will attempt in good faith to resolve any dispute through negotiation between senior representatives.

19. Notices

Any notice or other communication under this Agreement must be in writing and sent to the parties at the addresses or email addresses listed in Section 1 (or any updated address notified in writing).

Permitted methods of delivery:

• Personal delivery or courier;

• Registered or certified mail;

• Email with reasonable evidence of sending.

20. Entire Agreement and Amendments

This Agreement contains the entire understanding between the parties regarding Distributor’s appointment as Supplier’s sole distributor for the Products in the Territory and supersedes all prior written or oral agreements on this 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 found to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its 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 (including via scanned PDF or approved e-signature platform) 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 Sole Distributor Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐