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Distribution Agreement - Exclusive


A Distribution Agreement is a contract between a Supplier (generally a manufacturer) that supplies goods and/or services to another party, the Distributor, for resale in a specified territory. Basically, the Supplier wishes to have its products distributed and the Distributor’s role is to develop the largest possible market for a product through distribution, sales and marketing activities.

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This Distribution Agreement - Exclusive regulates the relationship between a Supplier of a product/service and the Distributor of that product/service. It is comprehensive and balanced in that it sets out the rights and obligations of the parties and protects the interests of both parties.

This Distribution Agreement is an Exclusive Distribution Agreement (also called a Sole Distribution Contract); it stipulates that the Supplier will appoint the Distributor as its only distributor for the products and/or services in the specified territory. Therefore it should be used only in relation to exclusive distribution deals. If the Supplier can deal with several distributors to supply its products and/or services within the same territory then you should use: Distribution Agreement - Non Exclusive.

This Distribution Agreement - Exclusive is suitable for use in the UK or abroad where the parties to the agreement are individuals or businesses, and it can be used for sale and promotion of goods and/or services.

This Distribution Agreement - Exclusive can be adapted to suit specific needs of the parties. It provides for the setting of minimum targets and states that title passes to the Distributor only when full payment has been made for the products and/or services. In addition it contains a clause that prohibits the Distributor from selling products in the defined territory that compete with the Supplier’s products. However, this clause can be removed if not required.

This Distribution Agreement - Exclusive contains the following clauses:

  1. Definitions and Interpretation
  2. Appointment
  3. Term
  4. Supply of Products
  5. Prices and Payment
  6. VAT and Taxes
  7. Rights and Duties of the Supplier
  8. Rights and Duties of the Distributor
  9. Compliance with Laws and Regulations
  10. No Partnership or Agency
  11. Third Party Intellectual Property Infringement
  12. Use of Intellectual Property
  13. Records and Reporting
  14. Assignment
  15. Termination
  16. Confidentiality
  17. Force Majeure
  18. Liability
  19. Set-off
  20. Variation
  21. Severability
  22. Notices
  23. Waiver
  24. Further Assurance
  25. Rights of Third Parties
  26. Entire Agreement
  27. Governing Law & Jurisdiction





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