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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Distribution Agreement is the contract between a manufacturer, producer, or supplier (the 'principal') and a distributor who resells or sub-distributes those products to end customers or retailers within a defined territory. Unlike a sales representative agreement (where the rep earns commissions), a distributor buys product outright at wholesale prices and resells at a markup — taking on inventory risk and credit risk. Key provisions: exclusive vs. non-exclusive territory, minimum purchase commitments, resale price maintenance (restricted by antitrust law), trademark usage rights, and termination provisions that comply with state distributor protection statutes. Fill out this free distribution agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Distribution Terms.
This Distribution Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Supplier"), and ______________, located at ______________ ("Distributor").
Supplier hereby appoints Distributor as a non-exclusive distributor of the Products (defined below) in the following territory: ______________ (the "Territory"), for the term set forth herein. Supplier reserves the right to appoint additional distributors or sell directly to customers within the Territory. Distributor accepts this appointment and agrees to actively promote and distribute the Products throughout the Territory.
The "Products" covered by this Agreement are: ______________. Supplier may add, modify, or discontinue Products upon 90 days' written notice. Distributor has no obligation to carry discontinued Products after the effective date of discontinuation.
Distributor shall purchase Products from Supplier and resell them to customers in the Territory in Distributor's own name and at Distributor's own risk. Pricing and discount structure: ______________. Payment terms: ______________. Distributor shall set its own resale prices, subject to applicable antitrust law. Supplier shall not fix, mandate, or restrict Distributor's resale prices except to the extent permitted by applicable law.
There is no minimum annual purchase commitment. Distributor shall purchase Products as needed to serve its customers in the Territory.
Distributor shall: (a) actively market and promote the Products throughout the Territory using commercially reasonable efforts; (b) maintain adequate inventory to serve customer demand; (c) employ a qualified sales team with knowledge of the Products; (d) provide customers with appropriate pre-sales and after-sales support; (e) comply with all applicable laws in marketing and selling the Products; (f) not actively solicit customers outside the Territory; and (g) provide Supplier with quarterly sales reports covering Products sold, inventory on hand, and market conditions.
Supplier shall: (a) supply Products to Distributor at the agreed prices and within agreed lead times; (b) maintain the quality of Products at or above the standards agreed between the Parties; (c) provide Distributor with marketing materials, product training, and technical support; (d) notify Distributor of any material product changes, discontinuations, or pricing adjustments with 90 days' notice; and (e) not directly approach Distributor's identified customers in the Territory without Distributor's consent.
Supplier grants Distributor a limited, non-exclusive, non-transferable license to use Supplier's trademarks, logos, and trade names solely in connection with the distribution and marketing of the Products in the Territory during the term of this Agreement. Distributor shall use the trademarks only in accordance with Supplier's brand guidelines. Upon termination, all trademark rights revert to Supplier immediately.
This Agreement commences on ______________ and continues for an initial term of 2 year(s), then renews annually unless either Party provides 90 days' written notice. Either Party may terminate for material breach upon 30 days' notice and opportunity to cure. Supplier may terminate immediately if Distributor becomes insolvent, files for bankruptcy, or is acquired by a competitor. Upon termination, Supplier shall repurchase Distributor's unsold inventory at the original purchase price less 20%.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.