Sample Format and Draft: Distribution Agreement
Distribution Agreement
This Distribution Agreement (the "Agreement") is entered into on this ___ day of ______, 20, by and between:
- [Supplier/Manufacturer Name], a company incorporated under the laws of ________, having its registered office at [Address] ("Supplier"), and
- [Distributor Name], a company incorporated under the laws of ________, having its registered office at [Address] ("Distributor").
Recitals
WHEREAS, the Supplier is engaged in the business of manufacturing and supplying [Product Name];
WHEREAS, the Distributor desires to distribute the Supplier’s products in the territory defined below;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Definitions
1.1 Products: The products to be distributed under this Agreement, listed in Annexure A.
1.2 Territory: The geographic area where the Distributor is authorized to sell the Products, as defined in Annexure B.
1.3 Confidential Information: Includes trade secrets, product pricing, customer lists, and marketing strategies, among others.
2. Appointment of Distributor
2.1 The Supplier appoints the Distributor as its [exclusive/non-exclusive] distributor in the Territory.
2.2 The Distributor agrees not to market competing products without prior written consent.
3. Obligations of the Distributor
3.1 Promote, market, and sell the Products in the Territory.
3.2 Maintain a minimum inventory as per the Supplier's requirements.
3.3 Provide periodic sales reports.
4. Obligations of the Supplier
4.1 Ensure timely supply of Products.
4.2 Provide marketing and promotional support.
4.3 Guarantee the quality of the Products as per applicable standards.
5. Pricing and Payment Terms
5.1 The Supplier will provide the Distributor with the price list of the Products (Annexure C).
5.2 Payment shall be made within ___ days of receipt of the invoice.
5.3 Late payments shall attract a penalty of ___% per month.
6. Intellectual Property Rights
6.1 All trademarks, trade names, and logos associated with the Products remain the exclusive property of the Supplier.
6.2 The Distributor may use the intellectual property solely for the promotion of the Products.
7. Term and Termination
7.1 This Agreement is effective from the date hereof and shall continue for ___ years, unless terminated earlier.
7.2 Either party may terminate this Agreement upon:
- Breach of any material term or condition.
- Insolvency or bankruptcy of the other party.
- Mutual written agreement.
8. Confidentiality
Both parties agree to keep all Confidential Information secure and not disclose it to any third party without prior written consent.
9. Governing Law and Dispute Resolution
9.1 This Agreement shall be governed by the laws of [Jurisdiction].
9.2 Any disputes shall be resolved through arbitration in [City], in accordance with [Arbitration Rules].
10. Miscellaneous Provisions
10.1 Entire Agreement: This Agreement supersedes all prior agreements.
10.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
10.3 Notices: All notices shall be sent to the addresses mentioned above.
Signatures
Supplier/Manufacturer
By: _________________________
Name: ______________________
Title: _______________________
Distributor
By: _________________________
Name: ______________________
Title: _______________________
Annexures
- Annexure A: Product List
- Annexure B: Territory Details
- Annexure C: Pricing Structure
Drafting and Legal Services by Lexis and Company
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