Exclusive Distributor Agreement (US101)

This contract template is a comprehensive Exclusive Distributor Agreement for use between a manufacturer and a corporation or individual who is appointed as exclusive distributor for the sale of Manufacturer’s products in a defined territory.

This fifteen page document contains 17 clauses covering

• appointment of distributor (with reference to territory and manufacturer’s reserved rights)
• general duties of the parties, with detailed clauses about both manufacturer and distributor
• terms and conditions of sale (including product orders, shipment, pricing, terms of payment, security for payment and retention of title)
• limited warranty (including terms of warranty, changes to warranty, exclusions from warranty, remedies for breach of warranty, exclusion of additional warranties and warranty survival)
• use of intellectual property (rights, infringement and survival)
• use of third parties
• record-keeping
• confidential information
• non-competition
• relationship of parties
• licences and compliance
• insurance
• indemnification
• term and termination
• dispute resolution
• a general clause detailing force majeure, notices, governing language, headings, assignment, severability and counterparts
• the scope of the agreement

The agreement is designed for use in particular when U.S. law applies but its terms can be applicable elsewhere.

You need this document if you are a manufacturer looking for a comprehensive contract to appoint a distributor in a defined territory.