Overview

This Distribution Agreement covers the situation where a manufacturer or other supplier grants a person or entity the right to distribute its goods on a non-exclusive basis. Generally distribution rights are granted exclusively unless the supplier either wishes to retain some distribution rights itself or wishes to contract or has already contracted with other distributors. This distribution agreement should only be used when the distributor purchases product from a supplier to on-sell.

Please note: that this document is not appropriate when granting a Licence or when dealing with intellectual property.

Please note: that the term of the agreement (for completion in Schedule A) and any notification of termination by the supplier should take into account the nature of the distributorship.

It is not intended that this Distribution Agreement should operate as a franchise agreement. In particular, a franchise agreement needs to include a system or marketing plan for the distribution business which, if not controlled by the head distributor, must at least be suggested by that entity. Further indications that an agreement is a distributorship and not a franchise include where there is no ongoing support to the business, lack of confinement to a particular territory, marketing and sales decisions to be made by the sub-distributor, and that no royalties are payable by the sub-distributor.

Please only use this distribution agreement if you do not require a franchise agreement.

This distribution agreement attaches notes and information on exculsive and non-exclusive distribution agreements.

This distribution agreement includes the following provisions:

1. Definitions
2. Interpretation & Additional Clauses
3. Appointment & Term
4. New Products
5. Intellectual Property and Confidential Information
6. Supplier’s Obligations
7. Product Defects & General Liability
8. Distributor’s Obligations & Covenant not to Compete
9. Sub Distributors
10. Insurance
11. Prices, Ordering & Payment
12. Delivery of Products
13. Termination
14. Relationship
15. Dispute Resolution & Jurisdiction
16. Variation & Waiver
17. Notices
18. Entire Agreement
19. Force Majeur
20. Severability
21. Counterparts
22. No Third Party Beneficiaries
23. Legal Advice.