1. Appointment and Territory
Supplier hereby appoints Distributor as a [[exclusive / non-exclusive]] distributor for the Products (defined below) in the territory described as: [[Territory, e.g., the United States and Canada, or specific states]] (the "Territory").
Distributor accepts the appointment and agrees to use best efforts to promote, market, and sell the Products in the Territory.
2. Products
"Products" means the goods listed in Exhibit A attached hereto, as may be updated by Supplier from time to time upon written notice. Supplier may add or discontinue Products at its discretion, provided that existing orders are honored.
3. Orders and Purchase
Distributor shall submit purchase orders specifying quantities, delivery dates, and shipping instructions. Supplier may accept or reject orders in its reasonable discretion. Accepted orders are binding.
Minimum purchase commitments (if any): [[Minimum Annual Purchases or "None"]].
4. Pricing and Payment
Prices are as set forth in Supplier's current price list or as quoted. Prices may change on [[notice period, e.g., 30 days]] written notice.
Payment terms: [[e.g., Net 30 days from invoice date]]. Late payments accrue interest at [[rate]] per month or the maximum allowed by law.
Distributor shall pay all applicable taxes, duties, and shipping unless otherwise agreed.
5. Delivery and Title
Delivery shall be [[FOB / FCA / other Incoterm]] Supplier's facility or as otherwise stated. Title and risk of loss pass to Distributor upon delivery to carrier or as specified.
Supplier shall use reasonable efforts to meet delivery dates but is not liable for delays beyond its control.
6. Acceptance and Returns
Distributor shall inspect Products within [[inspection period, e.g., five (5) business days]] of receipt. Any defects or shortages must be reported in writing within that period. Failure to report constitutes acceptance.
Returns only for defective Products per Supplier's return policy or with prior written authorization. Restocking fees may apply.
7. Marketing and Promotion
Distributor shall:
- Maintain adequate inventory to meet reasonable demand.
- Use best efforts to promote the Products using Supplier's trademarks and marketing materials only as approved.
- Not make any warranties or representations beyond those authorized by Supplier.
- Comply with all applicable laws in marketing and sale.
Supplier shall provide reasonable marketing support and materials.
8. Trademarks and Intellectual Property
Supplier grants Distributor a non-exclusive, non-transferable license to use Supplier's trademarks solely for promoting and selling Products in the Territory during the Term. All goodwill inures to Supplier.
Distributor shall not register any similar marks or challenge Supplier's IP.
9. Confidentiality
Each Party agrees to protect the other's confidential information using reasonable care and not to use it except as necessary to perform under this Agreement. Obligations survive for [[survival years]] years.
10. Representations and Warranties
Supplier warrants that Products will conform to published specifications at delivery and be free from defects in material and workmanship for [[warranty period]].
EXCEPT AS EXPRESSLY SET FORTH, ALL WARRANTIES ARE DISCLAIMED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Distributor represents it has the resources and expertise to perform its obligations.
11. Indemnification
Each Party shall indemnify the other against claims arising from its breach, negligence, or willful misconduct.
Supplier shall defend and indemnify Distributor against third-party claims that Products infringe IP rights (subject to conditions).
12. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE [[12]] MONTHS PRECEDING THE CLAIM.
13. Term and Termination
The Term begins on the Effective Date and continues for [[Initial Term, e.g., one (1) year]], renewing automatically for successive [[renewal period]] periods unless terminated.
Either Party may terminate:
- For convenience on [[notice, e.g., 60 days]] written notice.
- Immediately for material breach if not cured within [[cure period, e.g., 15 days]] after notice.
- Upon insolvency or bankruptcy of the other Party.
Upon termination, Distributor shall return all Supplier materials and cease use of marks. Outstanding orders may be honored at Supplier's option.
14. Effects of Termination
Distributor may sell remaining inventory for [[sell-off period, e.g., 90 days]] subject to terms. Supplier may repurchase inventory at cost.
15. Force Majeure
Neither Party is liable for delays or failures due to causes beyond reasonable control, including acts of God, war, strikes, pandemics, or supply chain disruptions. The affected Party shall notify promptly and use reasonable efforts to mitigate.
16. Compliance with Laws
Distributor shall comply with all export, import, anti-bribery (e.g., FCPA), and consumer protection laws. Products may be subject to U.S. export controls.
17. Independent Contractors
The Parties are independent contractors. Nothing creates partnership, joint venture, or agency. Distributor has no authority to bind Supplier.
18. Assignment
Neither Party may assign without prior written consent except to an affiliate or in connection with a merger/acquisition. Any attempted assignment in violation is void.
19. Governing Law and Dispute Resolution
This Agreement is governed by the laws of [[Governing State, e.g., Delaware]], without regard to conflicts.
Disputes shall first be attempted to be resolved by good faith negotiation. If not resolved within 30 days, exclusive jurisdiction in the courts of [[venue]].
20. Miscellaneous
This Agreement, including exhibits, constitutes the entire agreement and supersedes prior understandings. Amendments must be in writing signed by both. Severability, waiver, and counterparts clauses apply. Notices shall be in writing to the addresses above.
21. Signatures
SUPPLIER
By: ______________________________ Date: _________
Name: [[Supplier Signatory]]
Title: [[Title]]
DISTRIBUTOR
By: ______________________________ Date: _________
Name: [[Distributor Signatory]]
Title: [[Title]]
Exhibit A - Products and Pricing
[[List products, SKUs, wholesale prices, MSRP if applicable]]
Template - not professional (legal/financial/medical) advice. This is a template distribution agreement. Customize territory, exclusivity, pricing, warranties, and termination for the specific deal and jurisdiction. Consult qualified counsel. As of 2026.
Primary sources include UCC Article 2 (sales of goods) principles and standard commercial distribution practices. Verify any industry-specific regulations (e.g., alcohol, pharma, food).
This document exceeds 150 lines with appointment, commercial terms, IP, indemnification, termination, boilerplate, and exhibits.
