Company Letterhead (Distributor)
{{company_name}}
{{company_address}}
Phone: {{phone_number}}
Email: {{email_address}}
Website: {{website}}
Product Distribution Agreement
This Product Distribution Agreement (hereinafter referred to as the 'Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:
{{manufacturer_company_name}}, a company duly incorporated under the laws of {{manufacturer_country}}, with its principal place of business located at {{manufacturer_address}} (hereinafter referred to as the 'Manufacturer'); and
{{distributor_company_name}}, a company duly incorporated under the laws of {{distributor_country}}, with its principal place of business located at {{distributor_address}} (hereinafter referred to as the 'Distributor').
Hereinafter, the Manufacturer and the Distributor shall collectively be referred to as the 'Parties' and individually as a 'Party'.
1. Appointment of Distributor
1.1 The Manufacturer hereby appoints the Distributor as its non-exclusive/exclusive (choose one) distributor of the products listed in Schedule A (hereinafter referred to as the 'Products') within the territory of {{territory}} (hereinafter referred to as the 'Territory').
1.2 The Distributor accepts such appointment and agrees to use its best efforts to promote the sale and distribution of the Products within the Territory.
2. Distributor's Responsibilities
2.1 The Distributor shall be responsible for and bear the costs associated with the marketing, promotion, sale, and distribution of the Products within the Territory.
2.2 The Distributor shall maintain adequate inventory levels of the Products to meet customer demand.
2.3 The Distributor shall comply with all applicable laws, regulations, and industry standards related to the distribution of the Products in the Territory.
2.4 The Distributor shall provide the Manufacturer with regular sales reports, market feedback, and inventory levels as agreed upon by the Parties.
3. Manufacturer's Responsibilities
3.1 The Manufacturer shall supply the Products to the Distributor at the prices and terms specified in Schedule B.
3.2 The Manufacturer shall provide technical support, training, and marketing materials for the Products as reasonably requested by the Distributor.
3.3 The Manufacturer shall ensure that the Products comply with all applicable quality standards and specifications.
3.4 The Manufacturer shall notify the Distributor of any changes to the Products or their availability in a timely manner.
4. Pricing and Payment Terms
4.1 The Distributor shall purchase the Products from the Manufacturer at the prices set forth in Schedule B, which may be updated by the Manufacturer from time to time, with prior written notice to the Distributor.
4.2 Payment for the Products shall be made by the Distributor to the Manufacturer within {{number_of_days}} days from the date of invoice, unless otherwise agreed upon in writing.
4.3 All payments shall be made in {{currency}} to the bank account specified by the Manufacturer.
4.4 Overdue payments shall accrue interest at a rate of {{interest_rate}}% per annum.
5. Term and Termination
5.1 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 the provisions herein.
5.2 Either Party may terminate this Agreement by giving {{notice_period_days}} days' prior written notice to the other Party if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period_days}} days of receiving written notice thereof.
5.3 Upon termination, the Distributor shall return all unsold Products to the Manufacturer, or as otherwise agreed between the Parties.
6. Intellectual Property
6.1 The Distributor acknowledges that all intellectual property rights related to the Products, including but not limited to trademarks, copyrights, and patents, are and shall remain the sole property of the Manufacturer.
6.2 The Distributor shall not, directly or indirectly, use, register, or attempt to register any intellectual property of the Manufacturer, or any confusingly similar marks, in its own name or otherwise.
7. Governing Law and Dispute Resolution
7.1 This Agreement shall be governed by and construed in accordance with the laws of {{governing_country}}.
7.2 Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.
7.3 The seat of arbitration shall be {{arbitration_city}}, {{arbitration_country}}.
7.4 The language of the arbitration shall be English.
Signature Block
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
FOR AND ON BEHALF OF [Manufacturer Company Name]:
_____________________________
Name: {{manufacturer_signer_name}}
Title: {{manufacturer_signer_title}}
Date: {{manufacturer_signature_date}}
FOR AND ON BEHALF OF [Distributor Company Name]:
_____________________________
Name: {{distributor_signer_name}}
Title: {{distributor_signer_title}}
Date: {{distributor_signature_date}}
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