Distributor Agreement 2
Distributor Agreement 1
Distributor Agreement 2
Distributor Agreement 1

Distributor Agreement

    Manufacturers should sign a legally binding agreement before sending their products to independent distributors across a wide geographical area. We’ve created a comprehensive and detailed distributor agreement that helps you clarify all the terms and conditions for distribution beforehand. Conduct all business activities through a professional channel and download our free distributor agreement today.

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Distributor Agreement
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Distributor Agreement

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If the manufacturer starts selling to the end customers, it is laborious to gain knowledge of local markets and the capacity to achieve market penetration everywhere. So, they prefer appointing distributors for this work instead of direct distribution.

When it comes to selling a product, a distributor is a crucial link in the chain. With distributorship, manufacturers are able to reach different customers in different geographical areas.

come with an agreement of different rules and regulations which are formed in distributor agreement.

What Is a Distributor Agreement?

This is a legally binding agreement taking place of communication, assurances, representations, or agreement between two or more parties either written or oral. The distributor wishes to purchase the products from the company manufacturing and selling the goods.

These products are for resale in predetermined geographic areas or territories. Such agreements are applicable when a company wants to select a distributor as its exclusive distributor of the products in the territory.

On the other hand, the distributor wants such appointments as per the terms and conditions agreed in this Agreement. Therefore, the parties herein involved in this legal bond to gain mutual benefit. This distribution agreement works in the following way.

Get a Free & Customizable Distributor Agreement Sample Now!

Whether you are a manufacturer or a distributor, you can benefit from signing a distributor agreement that specifies all details of the contract. Click below to download our free distributor agreement template which you can edit according to your products, geographical region, and other terms and conditions.

How Does a Distributor Agreement Work?

The manufacturer provides exclusive rights to the distributor under legal obligations. Some distributors can exclusively sell and distribute the products in the mutually agreed region or area.

Moreover, the company shall not sell or contact directly to any of the distributor's customers without any prior written approval.

The distributor is the sole responsible person for any of its appointed sub-agents, sub-representatives, sub-distributors, or other contact carrying any activity on behalf of the distributor.

The company is liable to accept or reject the orders placed by the distributor in a stipulated time period. If no such communication is communicated by the company, the order will be deemed as accepted.

The schedule also conveys the price and bulk discounted prices at which the company will sell the product to the distributor. Any change in the cost should be in written notice after the given effective date of the increase.

Any freight and shipping costs related to the goods sold will be the distributor’s responsibility. He can also inspect the quality and quality of the distributor’s facility.

In case of any shortages, defects, or non-conformance, the distributor will notify the company which will replace the goods free of charge. You can find sample distributor agreements for a better understanding of price and shipment terms.

Who Needs a Distributor Agreement?

The distributor is an independent contractor and not indicated as a dealer, joint venturer, affiliate, employee, general agent, or partner of any company.

The agreement binds the distributor in acknowledging that the company has not granted any permission to make changes to the company's terms and condition of sales.

The distributor will not commit any warranty policy to the customers apart from the ones provided by the company incur obligations, sign quotations, or enter into agreements on company’s behalf for the product with government agents, customers or any third party.

Neither supplier or distributor holds any right to enter a legal commitment or agreement on behalf of the other in any condition whatsoever, except it is allowed by the agreement.

The distributor is liable to advise or inform suppliers if he has any knowledge of infringement of patents, copyrights, trademarks, or other intellectual property right on any goods used by the supplier.

Get a Free & Customizable Distributor Agreement Sample Now!

Whether you are a manufacturer or a distributor, you can benefit from signing a distributor agreement that specifies all details of the contract. Click below to download our free distributor agreement template which you can edit according to your products, geographical region, and other terms and conditions.

What Are Included in a Distributor Agreement?

  • Exclusivity of Distributor: Some distributors enjoy the exclusivity of geographical boundaries to avoid multiple competitors. In this exclusive agreement, the products of the manufacturer are allowed to be sold only by a particular distributor in the specified region/regions.
  • Terms And Conditions Of Sale: The manufacturer sells its products to the distributor who further supplies it to the dealers or the end-users located in different regions.
  • Pricing Policy: The decision of the pricing should be mutually decided and should be in norms with market regulation. They should mutually decide the maximum price which should be the maximum purchasing price for the authorized dealers or end-users.
  • Time Period of the Agreement: The agreement must indicate the fixed years of granted distributorship. This can be renewed yearly or a predetermined number of months to protect the interest of both parties.
  • Rights for Marketing: To increase revenue, distributors should be allowed to initiate marketing activities. However, this may include representing the manufacturer as a bona fide representative which needs to be mentioned in the exclusive distributor agreement template.
  • License of Trademark: The distributors can only use those trademarks and other intellectual properties of the manufacturer which are predetermined in the agreement. This will help the distributors to be under the norms for operations like advertisements and other promotional activities.
  • Geographical Territory: The distributor agreement should cover the geographical area within which he is allowed to sell the products of the manufacturer. After the decided area, the exclusive rights need to be highlighted in the agreement, if any.
  • Performance: The volume of the sales should be decided in advance. However, if the distributor is not able to meet this proposed target, the manufacturer should be allowed to terminate the agreement.
  • Termination Different circumstances or norms need to be agreed upon under which the parties are allowed to terminate the agreement. So, if one party is not satisfied with the performance of the other party, he should have the power to annul the agreement.
Get a Free & Customizable Distributor Agreement Sample Now!

Whether you are a manufacturer or a distributor, you can benefit from signing a distributor agreement that specifies all details of the contract. Click below to download our free distributor agreement template which you can edit according to your products, geographical region, and other terms and conditions.


It is crucial to create a distribution agreement template for manufacturers and distributors to avoid getting into any chaos or fraud. The distributor and manufacturer should mutually conclude to a distribution strategy to enter into a particular type of agreement.

Every detail mentioned in the agreement should be verified twice by both the parties before signing it. Moreover, we understand the need for getting a reliable and trustworthy legal document.

Hence, CocoSign has a list of exclusive distribution agreement templates for different reasons to come into agreement. These templates are verified by lawyers. You can contact, for more details.



This Distribution Agreement (the "Agreement") is made on the ___________day of ______, 20        by and between ____________________________________with a principal business address at __________________________________________ (the "Supplier") and [Distributor Name] with a principal place of business at  __________________________________________ (the "Distributor").


The supplier manufactures and sells the Products listed in Paragraph 1 (the "Products"). The Distributor wants to purchase the Products from the Supplier for resale in the geographic areas defined in Paragraph 2 (the "Territory"). The Supplier wants to appoint the Distributor as its [Exclusive/Non-Exclusive] distributor of the Products in the Territory. The Distributor also desires this appointment, subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached.

In consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows:


1. The Products made and sold by the Supplier to the Distributor for distribution hereunder are as follows:

[Name of Product 1]            [Catalog/Item Number 1]
[Name of Product 2]            [Catalog/Item Number 2]
(Add as many product names and numbers as required.)


2. The rights granted to the Distributor hereunder are granted for the following geographical areas: __________________________________________________________

Distribution of Products

3. The Supplier hereby appoints the Distributor as its [Exclusive/Non-Exclusive] distributor for the term of this Agreement for the sale and distribution of the Products in and throughout the Territory. The Distributor will maintain, or cause to be maintained, sales staff for the distribution of the Products handled by the Distributor.

4. The Distributor will use its best efforts to promote the sale and distribution of the Products.


5. The Supplier will not ship the Products, or any other products with the same of similar trademark, signature, or identification anywhere on the package, to the Territory except under the order or direction of the Distributor. The Supplier will refer any orders or inquiries about the Products it may receive for shipment to the Territory, or orders intended for eventual shipment to the Territory, to the Distributor.

6. The Supplier will promptly and to the best of its ability fill all orders for the Products from the Distributor.

7. The Distributor will discuss any proposed changes to the distributor network with the Supplier at least [Number] days prior to any such change.


8. The price of shipping Products to the Distributor will be based on the cost of delivery to the Distributor's warehouse. It will include a mutually negotiated delivered price to said warehouse.

9. Payment for the Products shall be made in U.S. dollars by the Distributor [Number] days from the date of the delivery of Products to the Distributor's warehouse. 

10. Any price increases for the Products will be negotiated between the Supplier and Distributor at least [Number] days prior to the increase's implementation.

11. In the event of a price increase, the Distributor can order one month's supply of the Products at the existing price prior to the increase.

12. The Distributor and Supplier shall agree on an annual basis, or more frequently if required, the price customers will pay for the Products.

13. If the Distributor and Supplier cannot agree on a price for customers within [Number] days of negotiations commencing, the prices currently in effect will be increased by an amount equivalent to the change in the Consumer Price Index-All U.S. over a period of months equal to the number of months passed since the last price increase.

Terminating the Agreement

14. This Agreement has a term of two years commencing on [Agreement Start Date] and concluding on [Agreement End Date]. It shall thereafter continue in effect unless either party notifies the other of its desire to terminate the Agreement.

15. The Supplier or Distributor must provide written notice of its intention to terminate the agreement at least [Number] months prior to any termination date to sever the Agreement without penalty.

16. Either party can terminate this Agreement after [Number] months of the notice period by paying the other party the sum of [Agreed Penalty Sum].


17. In the event of a breach of any of the Agreement's terms and provisions, either party can terminate the Agreement by providing 90 days written notice. This notice must explain the breach that led to the termination.  If the offending party fixes the claimed breach within 90 days, the notice of termination will be void and the Agreement will continue in full force and effect.

18. The Supplier has the right to terminate this Agreement with 60 days written notice in the event that the Distributor:

a. Is declared bankrupt or enters a voluntary petition for bankruptcy or in any way enters into a compromise or agreement for the benefit of creditors
b. Fails to meet at least [Percentage] percent of the mutually-agreed upon sales performance goals set force in the document attached hereto and made a part hereof
c. Fails to maintain a good standing in all Federal and state licenses and permits necessary for conducting its business
d. Changes or is affected by a change in the majority ownership of its business

19. Upon the Agreement's termination, the Supplier can repurchase or cause its successor to purchase the Distributor's existing inventory of Supplier's Products at the Distributor's laid-in cost, providing the Distributor has stored and maintained the Products in a saleable condition

General Clauses

20. The Supplier shall promptly supply the Distributor will any and all authorizations required by any governmental authority in connection with the sale and distribution of the Products in the Territory, as requested by the Distributor, so long as the Supplier is responsible for obtaining or maintaining these authorizations. 

21. The Distributor shall promptly supply the Supplier with available sales and depletion reports and details of all promotional and sampling initiatives concerning the Products.

22. The Supplier warrants and agrees all shipments of the Products sold or shipped under the Agreement will be of first quality and adherent to all regulations in effect in the Territory.

23. The Supplier will, upon demand, prepare documents and perform acts as required to prevent any products labeled in imitation or simulation of the Products from being distributed in the Territory.

24. This Agreement is the entire agreement between the parties. Neither party has made representations or promises to the other party that are not outlined in this Agreement.

25. This Agreement cannot be altered orally. All modifications must be set forth in writing.

26. No waiver of a breach of the terms of this Agreement will be effective unless it's made in writing. No such waiver shall be deemed a waiver of any other existing or subsequent breach.


27. All notices must be sent prepaid by registered mail or facsimile addressed to the respective parties at the address stated above, unless alternative arrangements have been made in writing.

28. All this Agreement's provisions are made subject to applicable laws, rules, regulations, and requirements of the Government of the United States of America or agencies of said Government, and in the performance of this Agreement, each party hereto agrees to comply therewith.

29. This Agreement is a(n) [State] contract and is thus governed by and construed in accordance with the laws of the state of [State].

30. Any controversy or claim arising from or related to this Agreement or a breach thereof will be settled by arbitration in [State] in accordance with the rules of the American Arbitration Association then in effect. Judgment upon the award rendered by the arbitrator(s) will be final and binding upon the parties hereto.

31. If arbitration is required to enforce or interpret a provision of this Agreement, or otherwise arises with respect to this Agreement's subject matter, the prevailing party is entitled, in addition to, other rights and remedies it may have to reimbursement for expenses incurred due to that action, such as court costs, reasonable attorney fees, etc.

32. This Agreement shall not be assigned by either party hereto.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed on the day and year first above written.

SUPPLIER:                                                    DISTRIBUTOR:

By:                                                                  By:

Title:                                                               Title:

Signature:                                                     Signature:


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