Overview

This Distribution Agreement covers the circumstance where a manufacturer or other supplier grants a person or entity the right to distribute its goods on an exclusive basis. Often 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. Note that this agreement should not be used for an Agency agreement.

Please also note that this distribution agreement 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.

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

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

Table of contents:

1. Definitions
2. Interpretation and additional clauses
3. Appointment and term
4. New products
5. Intellectual property and confidential information
6. Supplier's obligations
7. Product defects and general liability
8. The distributor's obligations and covenant not to compete
9. Sub distributors
10. Insurance
11. Prices, ordering, and payment
12. Delivery of products
13. Termination
14. Relationship
15. Dispute resolution and jurisdiction
16. Variation and waiver
17. Notices
18. Entire agreement
19. Force majeure
20. Severability
21. Counterparts
22. No third party beneficiaries
23. Legal advice