Sole Distributor Agreement Template

SOLE DISTRIBUTOR AGREEMENT TEMPLATE FAQ

What is a sole distributor agreement?

A sole distributor agreement is a contract where a supplier appoints one distributor as its only distributor in a defined territory, while the supplier may still sell directly to customers in that territory (unless restricted by the agreement). It sets out territory, products, exclusivity, and how the relationship will operate.

How is a sole distributor different from an exclusive distributor?

In a typical sole distributor arrangement, the supplier will not appoint any other distributors in the territory but may keep the right to sell directly to customers. In a typical exclusive distributor arrangement, the distributor is the only one allowed to sell in the territory, and the supplier agrees not to sell directly either. This template is written for a sole distributor structure but can be adapted either way.

What should a Sole Distributor Agreement include?

A clear Sole Distributor Agreement should identify the parties, define the territory and products, state that the distributor is the sole distributor, describe whether the supplier may sell directly, set pricing and payment terms, explain ordering and delivery procedures, address marketing and branding, and include provisions on intellectual property, warranties, liability, and termination.

Does a sole distributor act as an agent of the supplier?

Usually no. Under this template, the distributor buys products from the supplier and resells them in its own name and on its own account, as an independent contractor. The distributor does not have authority to bind the supplier unless the agreement specifically grants that authority.

Can a sole distributor agreement include minimum purchase commitments?

Yes. Many sole distribution arrangements include minimum purchase levels so the distributor actively develops the territory. This template includes an optional section for minimum purchase requirements that you can complete or delete depending on your commercial deal.

Can AI Lawyer help me customize this Sole Distributor Agreement?

Yes. AI Lawyer can help you adapt this Sole Distributor Agreement template with your party details, territory, products, pricing structure, direct sales rules, and term so you have a clear, professional agreement ready for review and signature.