Distribution agreement

Here is a sample template for a distribution agreement following the International Chamber of Commerce guidelines:

DISTRIBUTION AGREEMENT

This Distribution Agreement (the “Agreement”) is made and entered into as of the [Date] (the “Effective Date”), by and between [Company Name], a corporation organized under the laws of [State], having its principal place of business at [Address] (the “Manufacturer”) and [Distributor Name], a corporation organized under the laws of [State], having its principal place of business at [Address] (the “Distributor”).

WHEREAS, the Manufacturer manufactures and sells the products described in Exhibit A attached hereto (the “Products”);

WHEREAS, the Distributor desires to purchase the Products from the Manufacturer and distribute them in the Territory (as defined below);

WHEREAS, the Manufacturer desires to appoint the Distributor as its non-exclusive distributor of the Products in the Territory, and the Distributor desires to accept such appointment, on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. APPOINTMENT

(a) Appointment. The Manufacturer appoints the Distributor as its non-exclusive distributor of the Products in the Territory (as defined below), and the Distributor accepts such appointment.

(b) Territory. The “Territory” means [Insert description of the geographic area or countries where the Distributor is authorized to distribute the Products].

(c) Exclusivity. This appointment is non-exclusive, and the Manufacturer reserves the right to appoint other distributors, agents, representatives, or salespersons for the distribution of the Products within the Territory.

2. TERMS OF SALE

(a) Purchase Orders. The Distributor shall submit to the Manufacturer purchase orders for the Products, which shall specify the type and quantity of Products requested, the desired delivery date, and any other information reasonably requested by the Manufacturer.

(b) Acceptance of Purchase Orders. The Manufacturer shall accept or reject purchase orders submitted by the Distributor within [number of days] business days after receipt of such purchase orders.

(c) Prices. The prices of the Products shall be as set forth in Exhibit A attached hereto.

(d) Payment Terms. The Distributor shall pay the Manufacturer for the Products within [number of days] days from the date of the Manufacturer’s invoice.

3. DISTRIBUTION OBLIGATIONS

(a) Marketing and Sales Efforts. The Distributor shall use its best efforts to promote and distribute the Products in the Territory, including the establishment of sales and marketing programs.

(b) Compliance with Laws. The Distributor shall comply with all applicable laws, regulations, and standards relating to the importation, sale, distribution, and use of the Products in the Territory.

(c) Insurance. The Distributor shall maintain appropriate insurance coverage to protect against product liability and other risks associated with the distribution of the Products in the Territory.

(d) No Modification. The Distributor shall not modify or alter the Products in any way without the Manufacturer’s prior written consent.

4. WARRANTIES AND REPRESENTATIONS

(a) Manufacturer’s Warranties. The Manufacturer warrants that the Products will be free from defects in material and workmanship and will conform to the specifications set forth in Exhibit A attached hereto.

(b) Distributor’s Warranties. The Distributor warrants that it has the experience, knowledge, and ability to distribute the Products in the Territory in a professional manner.

5. TERM AND TERMINATION

(a) Term. This Agreement shall commence on the Effective Date and continue until terminated as provided herein.

(b) Termination for Convenience. Either party may terminate this Agreement for any reason upon [number of days] days’ prior written notice to the other party.

(c) Termination for Cause