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Distribution Agreement
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Prepared for:

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Distribution Agreement

This Distribution Agreement (hereinafter referred to as this “Agreement”) is entered into as on [Effective Date](hereinafter referred to as “Effective Date”)

by and between

[Company Name] (hereinafter referred to as “Company”), having a principal place of business at [Company Address] and

[Client Name] (hereinafter referred to as “Distributor”), having a principal place of business at [Client Address].

The Company and Distributor shall collectively be referred to as "Parties" and individually as a “Party”.

In consideration of the mutual promises and covenants set forth herein and intending to be legally bound, the Parties hereto agree as follows:

Terms and Conditions

1. Definitions

As used herein, the following terms shall have the meanings set forth below:

  1. "Products" shall mean the following Company products to be sold by the Distributor.
  1. "Territory" shall mean the following described geographic areas and/or particular accounts.

2. Appointment

The Company hereby appoints the Distributor as it's exclusive Distributor for the Products in the Territory. The Distributor's sole authority shall be to solicit orders for the Products in the Territory in accordance with the terms and conditions given in this agreement. The Distributor shall not have the authority to make any commitments on behalf of the Company.

3. General Duties

The Distributor shall use its best efforts to promote the Products and maximize the sale of the Products in the Territory. The Distributor shall also provide assistance to the Company in promotional activities of the Company with respect to the Products. The Distributor shall also provide reasonable "after-sale" support to Product purchasers and generally perform such sales related activities as are reasonable to promote the Products and the goodwill of the Company in the Territory. The Distributor shall report monthly to Company by written report due by the [Date] of the following month concerning sales of the Products and marketing activities that happened in the previous month.

4. Reserved Rights

The Company reserves the right to exhibit, advertise, market, attend trade shows, and solicit orders directly from and sell directly to any end-users or any other retail buyers within the Territory. The Company further reserves the right to enter into any agreements, partnerships, associations, joint ventures, or other business relationships with manufacturers, suppliers, or other parties.

5. Conflict Resolution

The Company warrants to state that it does not currently represent or promote any lines or products that compete with the Products. During the term of this Agreement, the Distributor shall not represent, promote or otherwise try to sell within the Territory any lines or products that, in the Company's judgment, compete with the Products covered by this Agreement.

6. Independent Contractor

The Distributor is an Independent Contractor, and nothing contained in this Agreement shall be construed to:
  1. Give either party the power to direct and control the day-to-day activities of the other party.
  1. Constitute the parties as partners, joint venturers, co-owners, or otherwise.
  1. Allow the Distributor to create or assume any obligation on behalf of the Company for any purpose.

7. Indemnification

  1. Indemnification by Distributor: Distributor shall indemnify and hold Company free and harmless from any and all claims, damages, or lawsuits (including attorneys' fees) arising out of intentional or negligent acts or omissions by Distributor, its employees or agents.
  1. Indemnification by Company: Company shall indemnify and hold Distributor free and harmless for any and all claims, damages, or lawsuits (including attorneys' fees) arising out of defects in the Products caused by Company.

8. Product Sales

The Company agrees to sell to the Distributor and the Distributor agrees to purchase from Company the Products subject to the terms and conditions as referred to in "Attachment 3: Terms and Conditions of Sale of Products" incorporated herein by reference.

Orders: All orders for the Products shall be submitted to Company in writing by fax or mail (regular postal mail and other delivery services are acceptable) sent to the attention of the Controller. All fax orders must be followed up with a written order by mail sent to the attention of the Controller. All orders received shall be verified by email sent from Controller.

Inquiries from the Outside the Territory: The Distributor shall promptly submit to Company, for Company's attention and handling, all inquiries received by Distributor from customers outside the Territory. All inquiries shall be submitted to Company by email within [Number of Days] business days and shall be included in the next monthly Sales and Marketing Report.

9. Warranty

Any warranty for the Products shall run directly from the Distributor to the purchaser of the Products. Pursuant to any such warranty, the purchaser shall contact the Distributor directly to make arrangements for repair, return, or replacement of any allegedly defective Products. The Distributor shall have sole authority to deal with customers regarding any such warrantable repairs, returns, or replacement.

10. Product Availability

The Company shall use its best efforts in filling orders submitted by the Distributor in a reasonable and timely fashion. The Company shall immediately notify the Distributor of any known or anticipated delays in filling new or previously entered orders and the estimated duration of any delays so that the Distributor may fairly represent this information to existing or potential customers.

Under no circumstances shall Company be responsible to Distributor or anyone else for its failure to fill accepted orders, or for its delay in filling accepted orders, when such failure or delay is due to strike, accident, labor trouble, acts of nature, freight embargo, war, civil disturbance, vendor problems, or any cause beyond Company's reasonable control.

11. Trademarks

During the term of this Agreement, the Distributor shall have the right to indicate to the public that it is an authorized distributor of the Company's Products and to advertise within the Territory such Products under the trademarks, service marks, and trade names that the Company may adopt from time to time ("Company's Trademarks").

12. Term

This Agreement shall commence on the date first written above and shall continue for [Number of Year] year(s) unless terminated earlier as provided herein. Thereafter, this Agreement shall continue until terminated upon at least [Number of Days] days notice by Company or [Number of Days] days notice by Distributor.

13. Termination

Termination for Breach: If either party defaults in the performance of the material obligation in this Agreement, then the non-defaulting party may give written notice to the defaulting party, and if the default is not cured within [Number of Days] days of following such notice, the Agreement will be terminated.

14. Limitation on Liability

In the event of termination by either party in accordance with any provisions of this agreement, neither party shall be liable to the other, because of termination, for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investment, leases or commitments in connection with the business or goodwill of Company or Distributor. The Company's sole liability under the terms of this Agreement shall be for any unpaid commissions if applicable.

15. Assignment

Neither party shall be given the right to assign its interest in this Agreement to any other party unless the prior written consent of the other party is granted. However, the Company may assign its rights and duties hereunder in connection with a merger, consolidation, spin-off, corporate reorganization, acquisition, or sale of all or substantially all the assets of the party without obtaining prior written consent. This Agreement shall be binding upon to any successors or assigns of the parties.

16. Confidentiality

The Distributor acknowledges that by reason of its relationship to the Company hereunder it will have access to certain information and materials concerning the Company's business plans, customers, technology, and products that is confidential and of substantial value to the Company, which value would be impaired if such information were disclosed to third parties. The Distributor agrees that it shall not disclose to any third party, any such confidential information revealed to it by the Company. Without any written notice, the Distributor shall treat all information as confidential in nature.

17. Arbitration

In the event of any dispute arising in and out of this Contract between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] which shall be appointed by [Party(s) Name]. The place of Arbitration shall be [Venue of Arbitration] and Seat shall be [State of 'State']. The Arbitrators’ decision shall be final and will be binding upon both Parties.

18. Miscellaneous

  1. Governing Law: This agreement hereto shall be governed and interpreted following the laws of [State].
  1. Entirety: This agreement represents the entire understanding of the parties superseding all prior agreements, understandings, and discussions whether conveyed orally or in writing, and there are no other warranties, commitments, understandings, or representations with respect to this agreement.

Acceptance and Signature

In witness whereof, the undersigned parties have duly executed the terms as proposed herein the Agreement as of the aforementioned date.
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