📦 Distribution Agreement Template

ARTICLE I: PARTIES TO THE AGREEMENT

BETWEEN:

[SUPPLIER COMPANY FULL LEGAL NAME], a corporation organized and existing under the laws of [State/Country of Incorporation], with its principal office located at [Complete Address of Supplier] (hereinafter referred to as the "Supplier"),

AND:

[DISTRIBUTOR COMPANY FULL LEGAL NAME], a corporation organized and existing under the laws of [State/Country of Incorporation], with its principal office located at [Complete Address of Distributor] (hereinafter referred to as the "Distributor").

Supplier and Distributor may be referred to individually as a "Party" and collectively as the "Parties."

ARTICLE II: APPOINTMENT AND PRODUCTS

2.1 Appointment:

Subject to the terms and conditions of this Agreement, the Supplier hereby appoints the Distributor as its [Exclusive/Non-Exclusive] distributor to market, sell, and distribute the products listed in Exhibit A (the "Products") within the geographic area defined in Exhibit B (the "Territory").

2.2 Products:

The Products covered by this Agreement are detailed in Exhibit A, which may be amended from time to time by mutual written agreement of the Parties. Supplier reserves the right to discontinue Products or add new Products upon [Number] days' written notice to Distributor.

ARTICLE III: TERRITORY AND EXCLUSIVITY

3.1 Territory:

The Distributor's rights under this Agreement are limited to the Territory defined in Exhibit B. Distributor agrees not to solicit sales or establish distribution channels for the Products outside the Territory without prior written consent from the Supplier.

3.2 Exclusivity:

If appointed as an exclusive distributor, Supplier agrees not to appoint any other distributor, representative, or agent for the sale of Products within the Territory during the term of this Agreement, nor will Supplier itself sell Products directly into the Territory, except as may be otherwise agreed in writing (e.g., for certain house accounts or online sales by Supplier).

If non-exclusive, Supplier reserves the right to appoint other distributors and to sell Products directly within the Territory.

ARTICLE IV: PRICING, ORDERS, AND PAYMENT

4.1 Pricing:

The prices payable by the Distributor to the Supplier for the Products shall be as set forth in the Supplier's current price list (Exhibit C), which may be revised by the Supplier upon [Number] days' written notice. All prices are [FOB Supplier's Warehouse / EXW / Other Incoterm].

4.2 Orders:

Distributor shall submit written purchase orders for Products. All orders are subject to acceptance by Supplier. Supplier will use reasonable efforts to fill accepted orders promptly but shall not be liable for delays.

4.3 Payment Terms:

Payment for Products shall be made by Distributor within [Number, e.g., 30] days from the date of Supplier's invoice. Payments shall be made in [Currency, e.g., USD]. Late payments may be subject to an interest charge of [Percentage, e.g., 1.5%] per month.

4.4 Taxes and Duties:

Distributor shall be responsible for all taxes, duties, tariffs, and other governmental charges associated with the purchase, importation, and sale of the Products in the Territory.

ARTICLE V: DISTRIBUTOR'S OBLIGATIONS

5.1 Marketing and Promotion:

Distributor shall use its best efforts to actively market, promote, and sell the Products within the Territory. This includes [Specific marketing activities, e.g., local advertising, trade show participation, sales calls]. Distributor shall adhere to Supplier's branding and marketing guidelines.

5.2 Sales Targets:

Distributor agrees to meet mutually agreed upon minimum sales targets/quotas as set forth in Exhibit D. Failure to meet these targets may be grounds for review or termination of this Agreement by Supplier.

5.3 Reporting:

Distributor shall provide Supplier with [Monthly/Quarterly] reports detailing sales activity, inventory levels, market conditions, and competitive activities within the Territory.

5.4 Facilities and Staff:

Distributor shall maintain adequate facilities, inventory, and trained personnel to properly store, market, sell, and service the Products.

ARTICLE VI: SUPPLIER'S OBLIGATIONS

6.1 Product Supply:

Supplier agrees to use reasonable commercial efforts to supply the Distributor with its requirements for the Products as ordered and accepted.

6.2 Marketing Support:

Supplier will provide Distributor with marketing and promotional materials, product information, and technical specifications as reasonably available. Supplier may also provide [Specific support, e.g., cooperative advertising funds, training programs].

6.3 Product Warranty:

Supplier warrants the Products in accordance with its standard product warranty, a copy of which is attached as Exhibit E. This warranty is in lieu of all other warranties, express or implied.

ARTICLE VII: INTELLECTUAL PROPERTY

Distributor acknowledges Supplier's ownership of all trademarks, trade names, patents, copyrights, and other intellectual property rights related to the Products ("Supplier IP"). Distributor is granted a limited, non-exclusive license to use Supplier IP solely for the marketing and sale of Products within the Territory during the term of this Agreement. Distributor shall not alter or obscure any Supplier IP on the Products or packaging.

ARTICLE VIII: TERM AND TERMINATION

8.1 Term:

This Agreement shall commence on the Effective Date and continue for an initial term of [Number] year(s) (the "Initial Term").

8.2 Renewal:

Unless terminated earlier, this Agreement shall automatically renew for successive terms of [Number] year(s) each, unless either Party provides written notice of non-renewal at least [Number, e.g., 90] days prior to the end of the then-current term.

8.3 Termination for Cause:

Either Party may terminate this Agreement upon [Number, e.g., 30] days written notice for a material breach by the other Party, if such breach is not cured within the notice period. Material breaches include, but are not limited to, failure to meet sales targets (by Distributor) or failure to supply products (by Supplier).

8.4 Termination for Convenience:

[Specify if termination for convenience is allowed, e.g., Either Party may terminate this Agreement without cause upon [Number, e.g., 90] days prior written notice to the other Party.]

8.5 Effect of Termination:

Upon termination or expiration, Distributor shall cease all marketing and sales of Products. Supplier may, at its option, repurchase Distributor's remaining inventory of Products at [Specify terms, e.g., Distributor's cost less a restocking fee]. Obligations regarding confidentiality and IP shall survive termination.

ARTICLE IX: DISPUTE RESOLUTION

9.1 Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], USA, without regard to its conflict of laws principles.

9.2 Negotiation and Mediation:

The Parties agree to attempt to resolve any dispute through good faith negotiation. If unresolved within [Number] days, the dispute shall be submitted to mediation before resorting to arbitration or litigation.

9.3 Arbitration:

Any dispute not resolved by negotiation or mediation shall be finally settled by binding arbitration in [City, State], in accordance with the rules of the [American Arbitration Association / Other].

ARTICLE X: CONFIDENTIALITY

Each Party agrees to keep confidential all non-public information received from the other Party that is marked as confidential or would reasonably be understood to be confidential, for a period of [Number, e.g., 3] years from disclosure.

ARTICLE XI: MISCELLANEOUS

11.1 Independent Contractor:

The relationship between Supplier and Distributor is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship.

11.2 Notices:

All notices under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by recognized overnight courier to the addresses specified in Article I.

11.3 Entire Agreement:

This Agreement, including all Exhibits, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements.

11.4 Amendment:

No amendment or modification shall be valid unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Distribution Agreement as of the Effective Date.

[End of Document]