Exclusive distribution agreement (standard)
This exclusive distribution agreement template may be used to regulate the relationship between a supplier of products on one hand and a distributor of those products on the other.
The distributor's exclusive rights are granted in respect of a particular marketplace, which may or may not be defined geographically. The agreement assumes that the supplier (and third party distributors) will be excluded from distributing the products in that marketplace.
See our non-exclusive distribution agreements if you are looking for a document that will leave the supplier free to sell into the relevant marketplace.
This is a shorter version of our premium exclusive distribution agreement.Ask about this document
Exclusive distribution agreement (standard) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- Exclusive distributorship: appointment of exclusive distributor; distribution restrictions on the Supplier; distribution restrictions onthe Distributor; product non-compete obligations.
- Distributorobligations: distribution obligations;Distributornot agent etc; general second party obligations; second party responsible for third party co-operation;Distributormust not give product warranties etc;Distributormust comply with laws etc; protection of first party reputation and goodwill.
- Supplierobligations: marketing support; protection of second party reputation and goodwill.
- Order procedure: pre-order negotiations for the supply of products; order procedure for products; products supply subject to terms and conditions.
Minimum Quantity: product minimum order quantity; failure to purchase minimum quantity of products.
- No assignment of
Intellectual Property Rights: no assignments of intellectual property rights.
- Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products; variation of charges.
- Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
- Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- SupplierIndemnity: first party indemnifies second party (products); conditions upon first party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; child contract liability cap; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches; Supplieranti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;Supplierto comply withDistributoranti-corruption policy;Supplierto maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
- Anti-slavery: mutual assurance of compliance with anti-slavery laws; Supplieranti-slavery obligations for associated persons;Supplierto comply withDistributoranti-slavery policy;Supplierto maintain anti-slavery policies; breach of section constitutes material breach.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (DISTRIBUTION PARTICULARS)
- Specification of
Products: specification of products prompt.
- Financial provisions: financial provisions prompt.
SCHEDULE 2 (TERMS AND CONDITIONS OF SUPPLY)
- Preamble to terms and conditions (products) .
- Supply: products to be delivered; products to be collected; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
- Title: passage of title to products; products held by bailee; obligations during title retention; recovery of products where title retained; action for charges notwithstanding title retention.
- Warranties: first party product warranties; exclusion of implied warranties and representations.
- Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.