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Product Distribution Agreement

This Product Distribution Agreement template is for a supplier to appoint a distributor for its products within a defined territory. It outlines the terms and conditions for distribution, sales targets, marketing, and intellectual property.

Updated 1d ago
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{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Product Distribution Agreement

Product Distribution Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

PRODUCT DISTRIBUTION AGREEMENT

This Product Distribution Agreement ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{supplier_company_name}}, a company duly incorporated under the laws of {{supplier_country}}, with its principal place of business at {{supplier_address}} (hereinafter referred to as 'Supplier'); and

{{distributor_company_name}}, a company duly incorporated under the laws of {{distributor_country}}, with its principal place of business at {{distributor_address}} (hereinafter referred to as 'Distributor').

WHEREAS, Supplier is the manufacturer/owner of the products specified in Schedule A (hereinafter referred to as 'Products'); and

WHEREAS, Distributor wishes to distribute the Products within the Territory (as defined below) in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT AND TERRITORY

1.1. Supplier hereby appoints Distributor as its non-exclusive/exclusive distributor of the Products within the territory of {{territory}} (hereinafter referred to as 'Territory').

1.2. Distributor accepts such appointment and agrees to use its best efforts to promote, market, and sell the Products within the Territory.

2. PRODUCT ORDERS AND DELIVERY

2.1. Distributor shall submit purchase orders to Supplier for the Products. All orders are subject to acceptance by Supplier.

2.2. Supplier shall deliver the Products to Distributor in accordance with the delivery terms specified in Schedule B.

2.3. Title and risk of loss for the Products shall pass to Distributor upon {{delivery_point}}.

3. PRICING AND PAYMENT

3.1. The prices for the Products shall be as set forth in Schedule C, subject to change upon {{notice_period}} days' written notice from Supplier.

3.2. Distributor shall pay Supplier for all Products ordered within {{payment_terms}} days from the date of invoice. Overdue payments shall incur interest at a rate of {{interest_rate}}% per annum.

4. MARKETING AND SALES

4.1. Distributor shall be responsible for all marketing, advertising, and promotional activities for the Products within the Territory, subject to Supplier's prior written approval of all marketing materials.

4.2. Distributor agrees to achieve the minimum sales targets as set out in Schedule D.

5. INTELLECTUAL PROPERTY

5.1. Distributor acknowledges that all intellectual property rights related to the Products (including trademarks, copyrights, and patents) are and shall remain the sole property of Supplier.

5.2. Distributor shall not use Supplier's intellectual property in any manner not expressly authorized by this Agreement.

6. TERM AND TERMINATION

6.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_years}} years, unless terminated earlier in accordance with this Agreement.

6.2. Either party may terminate this Agreement by giving {{notice_period_termination}} days' written notice to the other party in the event of a material breach of this Agreement.

6.3. Upon termination, Distributor shall cease all marketing and sales activities, and return all unsold Products and marketing materials to Supplier.

7. CONFIDENTIALITY

7.1. Both parties agree to keep all confidential information, including but not limited to, business plans, pricing, and client lists, confidential during the term of this Agreement and for a period of {{confidentiality_period}} years thereafter.

8. GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_country}}.

8.2. Any dispute arising out of or in connection with this Agreement shall be resolved through good faith negotiations. If negotiations fail, the dispute shall be referred to mediation/arbitration in {{arbitration_location}} in accordance with the rules of {{arbitration_body}}.

9. ENTIRE AGREEMENT

9.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

SUPPLIER:

_____________________________

By: {{supplier_authorized_signatory}}

Title: {{supplier_signatory_title}}

DISTRIBUTOR:

_____________________________

By: {{distributor_authorized_signatory}}

Title: {{distributor_signatory_title}}

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