Distribution Contract Template

DISTRIBUTION CONTRACT TEMPLATE FAQ

What is a distribution contract?

A distribution contract is a written agreement between a supplier (or manufacturer) and a distributor that sets out how the distributor may buy, resell, and promote certain products in a defined territory or market. It usually covers pricing, territory, exclusivity, marketing, and each party’s responsibilities.

What should a distribution contract include?

A clear distribution contract should identify the parties, describe the products, define the territory and customer groups, specify whether the arrangement is exclusive or non-exclusive, set pricing and payment terms, explain ordering and delivery procedures, address marketing responsibilities, and include provisions on intellectual property, warranties, liability, and termination.

What is the difference between exclusive and non-exclusive distribution?

In an exclusive distribution arrangement, the supplier agrees not to appoint other distributors (and sometimes not to sell directly) in the defined territory or channel, subject to agreed exceptions. In a non-exclusive distribution arrangement, the supplier may appoint other distributors and may sell directly in the same territory. This template allows you to choose either structure.

Is a distributor an agent of the supplier?

Typically no. In many distribution contracts, the distributor buys products from the supplier and resells them in its own name and on its own account. This template is written so that the distributor is an independent contractor, not an agent, and does not have authority to bind the supplier unless expressly stated.

Does a distribution contract need to address intellectual property and branding?

Yes. The contract should specify that the supplier retains ownership of trademarks and other intellectual property, and that the distributor has only a limited right to use those marks and materials to market and resell the products. It should also set basic branding and quality control requirements.

Can AI Lawyer help me customize this Distribution Contract?

Yes. AI Lawyer can help you adapt this Distribution Contract template with your party names, territory, products, exclusivity terms, pricing structure, and other key details so you have a clear, professional agreement ready for review and signature.