Example of Distribution Agreement

May 22, 2023

When two companies decide to work together on a project, they may sign a distribution agreement to define the terms of their partnership. A distribution agreement is a legal document that outlines the rights and responsibilities of the parties involved in distributing products or services. In this article, we provide an example of a distribution agreement and explain its key components.

Example of a Distribution Agreement

This Distribution Agreement (“Agreement”) is made and entered into as of the Effective Date by and between ABC Inc., a Delaware corporation (“Supplier”), and XYZ Inc., a Texas corporation (“Distributor”).

1. Appointment

Supplier appoints Distributor as its non-exclusive distributor of the Products in the Territory, as defined in Exhibit A, subject to the terms and conditions of this Agreement. Distributor agrees to use its best efforts to promote the sale of the Products in the Territory and to comply with all applicable laws and regulations.

2. Products

The Products, as defined in Exhibit B, are the only products that Distributor is authorized to distribute under this Agreement. Supplier reserves the right to add or delete products from the list of Products at any time, upon written notice to Distributor.

3. Territory

The Territory, as defined in Exhibit A, is the only geographic area in which Distributor is authorized to distribute the Products under this Agreement. Distributor shall not sell or offer to sell the Products outside the Territory without Supplier`s prior written consent.

4. Prices and Payments

Supplier shall sell the Products to Distributor at the prices set forth in Exhibit B, which may be updated from time to time upon written notice to Distributor. Distributor shall pay for the Products within 30 days of the date of the invoice. All payments shall be made in U.S. dollars.

5. Intellectual Property

Supplier owns all right, title, and interest in and to the Products, including all patents, trademarks, copyrights, trade secrets, and other intellectual property rights related to the Products. Distributor shall not use any of Supplier`s intellectual property without Supplier`s prior written consent.

6. Term and Termination

The term of this Agreement shall commence on the Effective Date and shall continue for a period of two years, unless terminated earlier by either party upon 30 days` written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement.

7. Confidentiality

Distributor agrees to keep all information related to the Products and Supplier`s business confidential and to use such information solely for the purpose of performing its obligations under this Agreement.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association.


A distribution agreement is an essential document for any business that wants to engage in a distribution partnership. This agreement outlines the terms and conditions of the partnership, including the appointment of the distributor, the products to be distributed, the geographic territory, pricing and payment terms, intellectual property rights, confidentiality, and governing law and dispute resolution. By creating a clear and concise distribution agreement, both parties can ensure a successful partnership that benefits both companies.

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