This distribution agreement is between , an individual a(n) (the "Supplier") and , an individual a(n) (the "Distributor").

The Supplier is engaged in the marketing and sale of the Products (as defined below and listed in Exhibit A).

The Distributor is experienced in the promotion, distribution, and sale of products similar to the Products.

The Supplier wishes to appoint the Distributor as its nonexclusive distributor to promote, distribute, and sell the Products within the Territory (as defined in section ), and the Distributor wishes to accept the appointment.

The parties therefore agree as follows:


  • (a) NoneExclusive Appointment. The Supplier hereby appoints the Distributor to distribute, offer for sale,and sell the Supplier's products listed in Exhibit A (the "Products"), in the Territory (as defined in section ) on an nonexclusive basis, and the Distributor accepts this appointment. Nothing contained in this agreement limits the Supplier's right, in its sole discretion, to discontinue the manufacture, sale, or distribution of any Product at any time.
  • (b) Limitations. Not withstanding the Distributor's exclusive appointment, tThe Supplier reserves the right at any time to offer, license, and sell any Products, directly or indirectly, with no obligation to pay compensation to the Distributor, to the customers described in section .


  • (a) Term. This agreement will become effective as described in section and continue for an initial term of year(s) (the "Term"). Unless either party gives written notice to the other at least  days before the end of the Term, this agreement will renew automatically for automatically for an additional -year term. This automatic extension extension will continue to apply at the end of each extended period until the agreement is terminated. However, this agreement may not remain effective for more than years.
  • (b) Termination. This agreement may be terminated:
    • (i) by either party, on provision of days' written notice before the end of a Term;
    • (ii) automatically, if the Distributor is in breach of section of this agreement;
    • (iii) by either party for a material breach of any provision of this agreement (except for section ) by the other party, if the other party's material breach is not cured within days of receipt of written notice of the breach; or
    • (iv) by the Supplier at any time and without prior notice, if the Distributor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Supplier, or is guilty of serious misconduct in connection with performance under this agreement.; or
    • (v) automatically, on the death of the Distributor.
  • (c) Effect of Termination. After the termination of this agreement for any reason, the Supplier shall promptly pay the Distributor for Services rendered before the effective date of the termination.


  • (a) The Distributor shall provide all of the usual and customary services of a distributor, including:
    • (i) compliance with the laws and regulations that govern its business;
    • (ii) devotion of the time, energy, and skill necessary to distribute, promote the sale of, and sell the Products through all channels of distribution in the Territory in conformity with the Supplier's established marketing policies and programs;
    • (iii) delivering the Products promptly to buyers and ensuring that the Products and their packaging arrive to the end user in their original, unmodified, unopened condition;
    • (iv) maintenance of adequate inventories of the Products;
    • (v) accurate representation and statement of the Supplier's policies to all potential and present customers;
    • (vi) prompt payment of all amounts owed to the Supplier in accordance with the Supplier's terms of sale;
    • (vii) informing the Supplier if the Distributor intends to advertise the Products outside of the Territory or solicit sales from customers located outside of the Territory;
    • (viii) maintaining contact with the Supplier via telephone, email, or other agreed on means with reasonable frequency to discuss sales activity within the Territory;
    • (ix) disclosure of any problems concerning customers (including Existing Customers) to the Supplier;
    • (x) performance of such other sales-related services with respect to the customers as the Supplier may reasonably require;
    • (xi) furnishing the Supplier with financial statements in such form and at such time as the Supplier may reasonably require; and
    • (xii) full disclosure of all circumstances that currently exist or that could arise during the Term that could be (or could cause) a conflict of interest between the respective interests of the parties.; and
    • (xiii) .
  • (b) The Supplier shall:
    • (i) comply with the laws and regulations that govern its business;
    • (ii) prepare samples for potential customers, as reasonably requested by the Distributor, if the Distributor gives the Supplier adequate notice of this request;
    • (iii) carry reasonable amounts of insurance, whether through self-insurance or otherwise, to cover its responsibilities with respect to indemnification under section  below. The Distributor may examine the Supplier's insurance policies on request;
    • (iv) answer any questions the Distributor may have about the Products;
    • (v) provide the Distributor with merchandising assistance in the form of advertising programs, promotions, manuals, product and sales training, and sales promotions; and
    • (vi) cooperate with the Distributor and its dealers in providing advertising and promotion of the Products through the Territory.;
    • (vii) .


During the Term, the Distributor shall use its best efforts to distribute, offer for sale, and sell the Products in the following geographical area, which shall be the Distributor's exclusive territory.


  • (a) Targeted Customers. The Distributor's distribution and sales efforts shall be directed toward the following: . These customers are intended only to be examples of the nature and type of market to which the Supplier desires that the Products be sold, and should not be construed as a limitation on the sales that can be made by the Distributor.
  • (b) Supplier's Existing Customers. The Distributor acknowledges that the Supplier has existing relationships with the customers listed in Exhibit B (the "Existing Customers"), and that nothing in this agreement prevents the Supplier from selling its Products to the Existing Customers.


  • (a) The Distributor shall pay the Supplier a per unit price as set forth in Exhibit A. Prices are subject to change on days' written notice from the Supplier.
  • (b) All prices are FOB the Supplier's shipping point and are exclusive of applicable sales, use, or other taxes, import and export fees, duties, or tariffs, and any other taxes, duties, or fees of any kind that may be levied in connection with the transactions covered hereby. The Distributor shall pay for these charges. However, the Supplier is responsible for all taxes based on its net income.


The Distributor shall order and provide buyers for, during each of the periods set forth in Exhibit A, at least the minimum quantities of each Product indicated in Exhibit A for such periods. The Supplier, at its sole discretion, may amend Exhibit A on 30 days' prior written notice to the Distributor. If the Distributor fails to order and find buyers for the minimum quantities during any period, within 30 days of the end of that period it will provide the Supplier with a written report explaining its failure to meet its minimum quantity, and the Supplier will determine in its sole discretion which of the following steps is appropriate:

  • (a) mutual agreement to revise future minimum quantities; or
  • (b) an undertaking by the Distributor to effect steps necessary to ensure that it will meet its minimum quantities for subsequent periods.


The Supplier makes no warranty or representation about the Products, except those, if any, made under its standard warranty.  A copy of that warranty is attached as Exhibit C. The Supplier may amend this warranty from time to time, and the Distributor shall not in any manner make any representations intended to alter or amend that warranty. The rights and obligations of each of the parties with respect to the warranty are as follows:

  • (a) The Distributor shall deliver a copy of the applicable warranty to every buyer of the Products from the Distributor, pursuant to written instructions from the Supplier.
  • (b) If a Product is defective in material or workmanship, the Supplier shall furnish the Distributor with a replacement. If a customer makes a claim under a warranty other than the latest applicable warranty with respect to which the Supplier has notified the Distributor, the Distributor shall promptly refer such claim to the Supplier before taking any other action on that claim.


If the Supplier recalls any Products sold by the Distributor in the Territory, the Distributor shall provide reasonable assistance to the Supplier with such recall. The Supplier agrees to give prompt notice to the Distributor if the Supplier recalls any Product, or ceases or suspends the sale of any Product due to any problem that relates to such Product's efficacy or safety. The Supplier shall reimburse the Distributor for reasonable expenses incurred by the Distributor at its request to effect a recall, and the value of all Products obtained by the Distributor and recalled shall count towards the minimum commitments described in section . To assist the Supplier in the event of a of a recall, the Distributor shall maintain a complete and current listing of the locations of all Products in the Distributor's inventory, and the names of customers who have purchased the Products from the Distributor. The Supplier shall maintain a complete and current listing of the locations of all Products in the Supplier's inventory, and the names of customers who have received shipments from the Supplier, together with the reorder numbers, lot numbers, or other identifying characteristics of Products purchased and the date of such purchase. 


The Distributor hereby warrants to the Supplier that it does not currently represent or promote any lines or products that compete with the Products. During the Term, the Distributor shall not represent, promote, or otherwise try to sell in the Territory any lines or products that, in the Supplier's judgment, compete with the Products. The Distributor shall provide the Supplier with a list of the companies and the products that it currently represents, and shall notify the Supplier in writing of any new companies or products at such time as its promotion of those new companies and products commences.Nothing in this agreement prohibits the Distributor from distributing products similar to or in competition with the Products.


The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority.


The Supplier hereby represents that the Product:

  • (a) is and shall be manufactured in conformity with all applicable laws, rules, regulations, and orders of governmental entities relating to the manufacture, promotion, sale, or distribution of the Product; and
  • (b) does not violate or infringe any patent, trademark, trade name, or other interest of any person or entity.


Within days of the termination of this agreement, whether by expiration or otherwise, the Distributor agrees to return to the Supplier all Products, samples, or models, and all documents, retaining no copies or notes, relating to the Supplier's business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and all copies of such material, obtained by the Distributor during and in connection with its representation of the Supplier. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the Supplier's business, whether prepared by the Distributor or otherwise coming into its possession, shall remain the Supplier's exclusive property.


  • (a) Of Supplier by Distributor. At all times after the effective date of this agreement, the Distributor shall indemnify the Supplier against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a "Loss") or any attorney's or other professional's fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a "Litigation Expense") arising out of:
    • (i) the Distributor's gross negligence or willful misconduct arising from the Distributor's carrying out of its obligations under this agreement;
    • (ii) the Distributor's breach of any of its obligations or representations under this agreement.
  • (b) Of Distributor by Supplier. The Supplier shall at all times indemnify the Distributor against a Loss or Litigation Expense arising out of:
    • (i) the Supplier's gross negligence or willful misconduct arising from the Supplier's carrying out of its obligations under this agreement;
    • (ii) the Supplier's breach of any of its obligations or representations under this agreement;
    • (iii) defects in the Products caused by the Supplier; or
    • (iv) the failure of the Supplier to provide any Products to a customer that has properly ordered through the Distributor.


  • (a) Use by Distributor. The Supplier hereby grants to the Distributor a nonexclusive license for the duration of the Term, with the right to grant sublicenses to subdistributors, of all service marks, trademarks, and trade names used by the Supplier on or for the Products (collectively the "Product Trademarks") for the sole purpose of distributing, offering for sale, and selling the Products to Approved Customers in the Territory.
  • (b) Retention of Rights. The Distributor recognizes the Supplier's interest in the Product Trademarks and shall not engage in activities or commit acts, directly or indirectly, that may contest, dispute, or otherwise impair the Supplier's interest in them, nor shall the Distributor cause diminishment of value of the Product Trademarks through any act or representation. The Distributor shall not apply for, acquire, or claim any right, title, or interest in or to any such Product Trademarks, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this agreement, the Distributor shall stop using the Product Trademarks.


During the Term  and for a period of years thereafter, the Distributor shall hold in strictest confidence and not use, except for the benefit of the Supplier or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the Supplier, any Confidential Information of the Supplier. "Confidential Information" means any of the Supplier's proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Distributor by the Supplier, either directly or indirectly. The Distributor may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with Supplier personnel or authorized representatives or for any other purpose Supplier may authorize in writing.


  • (a) Choice of Law. The laws of the state of govern this agreement (without giving effect to its conflicts of law principles).
  • (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .
  • (c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for its reasonable attorneys' fees.


No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.


  • (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
  • (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party.
  • (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.


  • (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
  • (b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.


If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.


  • (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
  • (b) Addresses. A party shall address notices under this section to a party at the following addresses:
  • If to the Supplier:
, ,
  • If to the Distributor: 
, ,
  • (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.


No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.


This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.


The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.


This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.


Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.


Each party is signing this agreement on the date stated opposite that party's signature. 

Date: _________________


Date: _________________




The following products are the subject of this distribution agreement. Any products not specifically listed are excluded from this agreement: 

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The following customers are existing customers of the Supplier:



 Attach copy of warranty


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How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.

Distribution agreement: How-to guide

No matter what business you’re in, the key to your business success is getting your products to the right markets at the right time. A distributor will let you get your products on the market quickly, avoiding the costly and time-consuming investment of promoting and delivering the products yourself.

Here’s how it works: the distributor places purchase orders, and the payments will be made to you directly. Once you have received these payments, you ship your products to the distributor to be sent to the customers. The distributor receives a percentage of the sales made.

Guidelines for creating comprehensive distribution agreements

Exclusive distribution agreements or non-exclusive distribution agreements

You can choose to make your distribution agreement exclusive or non-exclusive. If your agreement is an exclusive distribution agreement, the company is not entitled to hire additional distributors to offer the same products in the same area. 

If you want to make sure that the company can have more than one distributor for its products, you should ensure that your document is a non-exclusive distribution agreement.

Description of the products 

It is important to include a clear description of which products will be distributed under your agreement. 

Imagine a distributor thinks they can sell all of a company's products, but the company says only certain products are allowed to be sold. To avoid confusion, it's a good idea to list the products in your agreement. If products have serial numbers, including these in your agreement may be a good idea to limit confusion.

Purchase of products sold by the company

In more established businesses, the distributor will purchase products from the company outright and then resell them in the territory to which the distributor is assigned.

Exclusive rights for the products

Exclusive rights tend to be used to distribute higher-end merchandise (like cars or luxury brands). Both parties mutually benefit from this arrangement. The seller is freed from competitive marketplace pressures, and the manufacturer has the seller’s commitment to sell items they have the sole authority over. In addition, both parties benefit from the perception that because the product is not available to the mass market, it is more desirable and exclusive.

Exclusive distribution agreements may face legal scrutiny if they limit brand competition or create a monopoly in the market. However, it must be proved (among other things) that the supplier’s products have the ability to restrain trade in the market. This tends to be true only if the company has significant power and the products in question are rare or very unusual.

Hiring independent contractors

Review your state’s laws governing independent contractors. In recent years, many states have made it difficult for individuals to qualify, imposing absolute requirements about the freedom an independent contractor must have from company control.

Cross-check before signing the agreement

The company and the distributor should review the agreement carefully before signing. This helps to stop claims arising in the future regarding misinterpreting the agreed-upon terms and conditions.

Store the distribution agreements safely

The involved parties need to sign two copies of the agreement. One copy is kept by the company, while the other is retained by the distributor. 

Keep your copy of the signed agreement for your records. At the end of its term, you and the other party can revisit its provisions and consider whether to renew.

If your agreement is complicated, contact an attorney to help you draft a document that will meet your specific needs.

Understand the key clauses of a distribution agreement

The following instructions will help you understand the terms of your distribution agreement. 


It starts with identifying the document as an exclusive distributor agreement. In agreement, the hiring party is called the “company,” and the distributor of the product is called the “distributor.” Along with providing the names of the involved parties, you need to mention what type of organization(s) they are. Write the date on which the agreement will become effective. 


The “whereas” clauses, referred to as recitals, define the world of the agreement and offer key background information about the parties. In this agreement, the recitals include a simple statement of your intent to enter into an exclusive distribution arrangement.

Purpose, appointment, and exclusivity

This section appoints the distributor as a distributor for the company and emphasizes that this is an “exclusive” appointment (i.e., no other distributors can be used). This section also limits the distributor’s duties to certain territories and products. 

In a distribution agreement, “products” can mean either products or services. If your distributor is selling services, then you can use the term services instead of products. Here, you have to include a detailed list of all of the products or services that the distributor will be selling for the company. 

If there are any limitations on what the distributor will be doing or other requirements that you want to add, feel free to do so. 

It also gives the company the right to sell its own products or services (i.e., the distributor’s exclusivity doesn’t extend to the company itself).


Here you have to list each party’s responsibilities under the agreement. For example, if the distributor doesn’t need to provide financial reports to the company, clarify that in this section. Another example could be each party has an obligation to comply with the other’s privacy policies. 


This clause lets you limit the geographical area in which the distributor’s efforts should be focused. If it’s an exclusive distribution agreement, the appointed distributor will have an exclusive sales region. 

In the case of a non-exclusive distribution agreement, the distributor does not have exclusivity since there will be multiple distributors assigned to the same area. 

There can be cases where the distributor is the company’s exclusive distributor in multiple geographical areas or in all areas. You need to mention clearly which geographical areas the distributor shall be supplying your products or services. 

If it’s a new distribution relationship, make sure the territory is relatively small to begin with. Expand the territory gradually if the results in the initial area are promising.


Here, describe the type of customer that the distributor should be seeking. This can be a select group of individuals or a class of businesses. Provide a list of the company’s existing customers along with the distribution agreement.


This section provides the pricing details and payment terms of the distribution agreement.

(a) It states that the company is responsible for setting the price and the terms of any product sale by the distributor. You also need to provide the list of initial prices and give the notice period the company must give if there is a change to the listed prices.

(b) Include the “Free on board” (FOB) pricing terms in this section. FOB term refers to who pays the cost of shipping.

Minimum commitments

Under the terms of this section, the distributor is required to obtain (and sell) a certain amount of products from the company. You and the other party can agree on these minimums and set them out clearly. 

If the distributor can’t keep up with its obligations under this section, it must provide notice to the company at least thirty days before the time period ends. The parties can then discuss whether the requirements are too difficult and should be changed or whether the distributor needs to change its own procedures to try to keep up.

Product warranty

In this part, the only promise that the company is making about the products is that they are contained in the official warranty. This is usually limited to a promise that the items are not defective in how they were made. If someone claims the products are defective, the distributor promises to notify the company before taking further action.

Product recalls

Sometimes, products don’t work correctly, and it’s up to the manufacturer to fix those problems and prevent damage or injury. If the company decides that the products must be recalled (i.e., taken off the market and/or returned by customers), the distributor promises to help ensure this happens.

To make sure this process is as easy as possible if it happens, both parties agree to keep track of where the products are at all times (both at their own facilities and at those of the customers to whom the products were sold).

No conflict of interest

In this part, the distributor promises that it is not currently representing any other company or product that competes with the company. Under this section, the distributor must also provide a list of its current products/clients and agree to amend that list as it changes.

Note that this doesn’t prevent the distributor from working on behalf of other companies. However, if they are new companies and there is a question of whether or not a product competes with the product in the territory, the parties should discuss the matter further.

Nature of relationship

It explains that the distributor is not an employee, partner, or agent of the company and vice versa. This is an important distinction for many reasons, including those relating to insurance coverage, legal liability, and taxes.

Representations and warranties

To ensure there are no misunderstandings, this section lists each party’s “representations” about their company’s current state of affairs. In other words, each party makes promises to the other, and each party agrees to enter the arrangement based on the other’s promises. 

More specifically, each party swears that:

  • Each party is authorized to enter into the agreement, and there’s nothing preventing them from doing so.
  • The company promises about the products to be sold, including its promise that they will be made properly and that they will not infringe on any third party’s ownership rights (e.g., using another party’s patent without permission).


This section indicates how long the initial agreement will last. It’s a good idea to make this about one year, with continuing one-year renewals. This provides enough time to test the relationship without locking yourself in a long-term deal.


This clause explains that certain actions or events, including written notice or material breach, will cause the distribution agreement to end out of time (i.e., before the services are completed or the end of the term, if any). Write in the notice period a party must give of its intent to terminate or to notify the other party of a breach.

Return of property

This is an extremely important provision, which states that property should be returned after the end of the agreement. Enter the time period within which the distributor must return the property after the agreement is terminated.


This provision allocates responsibilities between the parties if problems arise in the future and protects each party from the financial consequences of the other’s illegal or harmful conduct.

Use of trademarks

In this section, the company allows the distributor to use their trademarks and intellectual property in order to distribute the products. However, the company doesn’t transfer ownership rights of the trademark to the distributor. The distributor can use the company’s trademarks only till the agreement lasts.

The distributor also agrees not to misuse the company’s trademarks and intellectual property. 

Confidential information

This clause defines confidential information for purposes of the agreement and explains how the distributor will treat that information. 

You need to note two important details:

  • The distributor can use the information only for purposes intended by the agreement (e.g., if the information was disclosed to help the distributor complete its services, the information can be used only for that purpose)
  • The distributor can discuss the information only with certain individuals in the company itself.

You can create an optional provision as a subsection that allows you to set an expiration date for the distributor’s obligation. In other words, after a certain period of time, the distributor will no longer have a duty to keep the information confidential. 

There is some debate about whether a time limit on non-disclosure is required; after all, confidential information received during the relationship doesn’t always become less confidential over time. You should review the laws in your area, and consider the specific context, to determine whether or not you will need to set an absolute deadline.


Explains that a party can’t transfer its obligations and interests under the agreement without the other party’s prior written consent.

Successors and assigns

This section makes clear that if another company or person takes the place of a party under the agreement (e.g., because a company took over a party, because an individual who was a party died, etc.), that company or person will have the same rights and obligations as the party they took the place of.

No implied waiver

This explains that if either party allows the other to ignore or break an obligation under the agreement, it does not mean that the party waives any future rights and obligations.

For example, say the agreement requires the distributor to distribute 100 units a month, but the company only requires the distributor to distribute 50 units monthly. Later, the company could tell the distributor to distribute 100 units monthly, as the agreement requires. If the distributor claims that this right was “waived” because the company didn’t enforce it before, the company can point to this section: its failure to enforce the provision at one point doesn’t mean it can’t enforce it later.


Lists the addresses to which all official or legal correspondence should be delivered. Write a mailing address for both the company and the distributor.

Governing law

The distributor may work in one state and the company in another. This provision allows the parties to choose the state laws that will be used to interpret the document.

Counterparts; electronic signatures

This section says that even if the parties sign the agreement in different locations, or use electronic devices to transmit signatures (e.g., fax machines or computers), all of the separate pieces will be considered part of the same agreement. 


Protects the terms of the agreement as a whole, even if one part is later invalidated. For example, if a state law prohibiting assignment clauses is passed, it will not undo the entire document. Instead, only the section dealing with assignment would be invalidated, leaving the remainder of the agreement enforceable.

Entire agreement

The parties’ agreement that the document they’re signing is “the agreement” about the issues involved.


It states that the headings at the beginning of each section are meant to organize the document. Any interpretation of the clauses should not be based on the headings.

Benefits of using a distribution agreement template

A good distribution agreement outlines the rights and responsibilities of the company and the individuals and organizations that will sell its products. Vague verbal agreements can lead to disputes and ill will. Hence, using a distribution agreement template to kick-start your document creation is a good practice. It ensures that you add all the important terms and conditions precisely. It helps to create multiple distribution agreements faster and easier.

Use LegalZoom’s simple and easily understandable distribution agreement template to create your distribution contract quickly. Provide answers to the guided questionnaire, and download the document created from the template for free.

Frequently asked questions

What’s a distribution agreement?

Your products are ready. It’s time to get help moving them to the right markets at the right time. With a distribution agreement, distributors can promote, deliver, and sell your products throughout a specific area, sometimes with exclusive regional rights.

Here's the information you'll need to have handy to complete your distribution agreement:

  • Who the supplier is: Keep the supplier’s name and contact information ready.
  • Who the distributor is: Keep the distributor’s name and contact information ready.
  • Whether the agreement is exclusive: Know whether the distributor has exclusive selling rights to their region.
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