Distribution Agreement (Exclusive/Non-Exclusive)

DISTRIBUTION AGREEMENT (EXCLUSIVE/NON-EXCLUSIVE)

THIS DISTRIBUTION AGREEMENT (“Agreement”) is made on [Date],
BETWEEN:
[Supplier Name], a company/individual organized and existing under the laws of [Jurisdiction], with its principal place of business at [Supplier Address] (“Supplier”);
AND
[Distributor Name], a company/individual organized and existing under the laws of [Jurisdiction], with its principal place of business at [Distributor Address] (“Distributor”).

RECITALS

WHEREAS, Supplier manufactures and/or sells certain products described herein;
WHEREAS, Distributor desires to obtain the right to distribute such products in the territory defined below, and Supplier is willing to grant such right under the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. DEFINITIONS

1.1 “Products” means the products listed in Schedule A attached to this Agreement and any other products that may be added by mutual written agreement of the parties.

1.2 “Territory” means [define geographic area or region].

1.3 “Exclusive/Non-Exclusive”: The rights granted to Distributor under this Agreement are [Exclusive/Non-Exclusive] within the Territory.

2. APPOINTMENT

2.1 Supplier hereby appoints Distributor as its [exclusive/non-exclusive] distributor to market, sell, and distribute the Products in the Territory, and Distributor accepts such appointment.

2.2 [If Exclusive: Supplier shall not appoint any other distributor or sell the Products directly in the Territory during the Term of this Agreement.]

2.3 [If Non-Exclusive: Supplier reserves the right to appoint other distributors and to sell the Products directly in the Territory.]

3. DISTRIBUTOR’S OBLIGATIONS

3.1 Distributor shall use its best efforts to promote, market, and sell the Products in the Territory.

3.2 Distributor shall maintain adequate inventory of the Products to meet reasonable customer demand.

3.3 Distributor shall comply with all applicable laws and regulations in connection with the marketing and sale of the Products.

3.4 Distributor shall not make any representations or warranties concerning the Products except as expressly authorized in writing by Supplier.

4. SUPPLIER’S OBLIGATIONS

4.1 Supplier shall supply Distributor with the Products in accordance with the terms of this Agreement.

4.2 Supplier shall provide Distributor with up-to-date information, marketing materials, and support as reasonably requested.

4.3 Supplier warrants that the Products supplied shall conform to the specifications set forth in Schedule A.

5. ORDERS AND DELIVERY

5.1 All orders for Products shall be submitted by Distributor in writing and are subject to acceptance by Supplier.

5.2 Supplier shall use reasonable efforts to deliver Products within [number] days of order acceptance.

5.3 Title and risk of loss for the Products shall pass to Distributor upon [delivery/shipment] at [location].

6. PRICES AND PAYMENT

6.1 The prices for the Products shall be as set forth in Schedule B, subject to change upon [number] days’ prior written notice by Supplier.

6.2 Payment terms shall be [describe terms, e.g., net 30 days from invoice date].

6.3 All payments shall be made in [currency] to the account designated by Supplier.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on [Effective Date] and continue for [initial term, e.g., one (1) year], unless terminated earlier as provided herein.

7.2 Either party may terminate this Agreement upon [number] days’ written notice to the other party.

7.3 Either party may terminate this Agreement immediately for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [number] days after receiving written notice.

7.4 Upon termination or expiration, Distributor shall cease representing itself as a distributor of the Products and promptly return or destroy all Supplier’s confidential information and materials.

8. INTELLECTUAL PROPERTY

8.1 Distributor acknowledges that all trademarks, trade names, and other intellectual property rights in the Products are and shall remain the exclusive property of Supplier.

8.2 Distributor shall not use Supplier’s intellectual property except as expressly authorized in writing.

9. CONFIDENTIALITY

9.1 Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement and not to disclose such information to any third party except as required by law.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each party represents and warrants that it has the power and authority to enter into this Agreement.

10.2 Supplier warrants that the Products will conform to the specifications in Schedule A and be free from material defects in materials and workmanship for a period of [warranty period] from delivery.

10.3 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

11. LIMITATION OF LIABILITY

11.1 Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for any indirect, incidental, special, or consequential damages arising out of this Agreement.

12. INDEMNIFICATION

12.1 Each party shall indemnify and hold harmless the other party from any claims, damages, or expenses arising out of its breach of this Agreement or its negligence or willful misconduct.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].

13.2 Any disputes arising out of or relating to this Agreement shall be resolved by [mediation/arbitration/courts] located in [Jurisdiction].

14. GENERAL PROVISIONS

14.1 Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

14.2 Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

14.3 Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above.

14.4 Entire Agreement: This Agreement, including all Schedules, constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral.

14.5 Severability: If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

15. DISCLAIMER

This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.

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

Schedule A – Products
[List of Products, descriptions, SKUs, specifications, etc.]

Schedule B – Pricing
[Pricing details, discounts, payment terms, etc.]