Generate a comprehensive distribution agreement for product suppliers and distributors. Define territories, exclusivity, pricing, minimum purchases, marketing obligations, trademark usage, and termination terms with a professional legal document.
I built this distribution agreement generator to help manufacturers, suppliers, and distributors formalize their commercial relationships with a comprehensive legal document. Distribution agreements are critical for any business that relies on third-party distributors to bring products to market, as they define every aspect of the commercial relationship including territory rights, pricing structures, minimum purchase requirements, and the conditions under which either party can end the arrangement.
This generator produces a thorough distribution agreement covering all essential provisions: appointment and exclusivity terms, detailed territory definitions, product specifications, pricing and payment structures, minimum order and annual purchase requirements, marketing and promotional obligations for both parties, trademark and intellectual property licensing, warranty and returns handling, insurance requirements, confidentiality protections, and comprehensive termination and post-termination provisions including inventory wind-down procedures.
Every field updates the live preview instantly, so you can see exactly how your agreement will look before downloading. The generator supports exclusive, non-exclusive, and sole distribution arrangements, multiple pricing structures including wholesale, discount-off-MSRP, and volume-based tiered pricing, and various payment terms. Whether you are a manufacturer appointing your first distributor or an established supplier formalizing an existing relationship, this tool generates a professional document that protects both parties.
Key features include: conditional exclusivity provisions tied to performance requirements, dynamic section numbering, comprehensive force majeure and limitation of liability clauses, dispute resolution options including arbitration and mediation, and dual signature blocks for both supplier and distributor.
An exclusive distribution agreement grants the distributor sole rights to sell the supplier's products within a defined territory. The supplier cannot appoint other distributors or sell directly in that territory. A non-exclusive agreement allows the supplier to appoint multiple distributors and sell directly. Exclusive agreements typically come with higher minimum purchase requirements.
Minimum purchase requirements protect the supplier by ensuring the distributor actively sells products. Common minimums include an initial stocking order, annual purchase targets, and minimum reorder quantities. Many agreements tie exclusivity to meeting these minimums.
Distribution agreements typically use wholesale price lists, percentage discounts off MSRP, or volume-based tiered pricing. The agreement should address price change procedures, typically requiring 30-60 days written notice, and specify that increases won't affect existing accepted orders.
Most distribution agreements give the supplier the option to repurchase unsold inventory at the distributor's original cost. The distributor may also be granted a sell-off period, typically 30-90 days, to sell remaining inventory through normal channels while continuing to comply with quality and brand standards.
Yes, but only under a limited license granted in the distribution agreement. The supplier typically grants a non-exclusive, non-transferable license to use trademarks solely for marketing and selling the products within the territory. The license terminates automatically when the agreement ends.
Distribution agreements typically require commercial general liability insurance, product liability insurance, property insurance covering inventory, and workers' compensation. The supplier is usually named as an additional insured on liability policies. The distributor must provide certificates of insurance upon request.