Distribution Agreement
Customized Agreements
Distribution Agreement
Appoint an independent distributor that buys defined products for its own account and resells them through specified territories, channels, and customer classes under coordinated commercial, performance, brand, compliance, inventory, and exit rules.
Also called: exclusive distribution agreement, product distributor contract, wholesale distribution agreement.
What you walk away with
A clean multi-page PDF and DOCX after you finish — not a web-form dump. Preview the document before you pay.
- PDF export
- DOCX export
- E-sign included
- No subscription
Distribution, sale-of-goods, franchise and business-opportunity classification, antitrust, resale-price, exclusivity, restrictive-covenant, tax, import, export, product, advertising, privacy, and termination rules vary by governing state, countries involved, products, market position, channels, and actual conduct.
Jurisdiction details
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When this fits
Use this document when…
- A manufacturer appointing a distributor for a defined territory and product line
- An exclusive or sole distributor relationship with reserved direct, ecommerce, national-account, or government channels
- A nonexclusive wholesale channel with forecasts, minimum purchases, inventory, reporting, and performance targets
- A distributor program requiring coordinated warranty handling, recall traceability, customer support, brand controls, and exit inventory treatment
Before you start
Information you will need
- Supplier, distributor, buy-and-resell relationship, products, territory, channels, customer classes, term, and governing state
- Exclusive, sole, or nonexclusive status; reserved channels and accounts; supplier direct sales; ecommerce; cross-border activity; downstream partners; and competing products
- Wholesale prices, orders, forecasts, minimums, payment, taxes, delivery, title, risk, inventory, shortage allocation, and returns
- Targets, performance periods, marketing, approved claims, brand materials, training, reports, audit, leads, customer contracting, support, warranties, and recalls
- Compliance, data, confidentiality, IP, insurance, indemnity, liability, renewal, termination, sell-off, repurchase, transition, and five completed schedules
What you receive
- One customized Distribution Agreement
- Schedule A products, specifications, warranty, and regulatory status
- Schedule B territory, channels, customers, reserved rights, and appointment
- Schedule C prices, orders, minimums, delivery, inventory, and returns
- Schedule D performance targets, reports, reviews, and consequences
- Schedule E termination, inventory, sell-off, repurchase, and transition
- PDF and DOCX export with electronic signature capability
Document questions
Questions about this document
What is a Distribution Agreement?
Appoint an independent distributor that buys defined products for its own account and resells them through specified territories, channels, and customer classes under coordinated commercial, performance, brand, compliance, inventory, and exit rules.
How do I create a Distribution Agreement?
A manufacturer appointing a distributor for a defined territory and product line; An exclusive or sole distributor relationship with reserved direct, ecommerce, national-account, or government channels; A nonexclusive wholesale channel with forecasts, minimum purchases, inventory, reporting, and performance targets
What should a Distribution Agreement include?
Supplier, distributor, buy-and-resell relationship, products, territory, channels, customer classes, term, and governing state; Exclusive, sole, or nonexclusive status; reserved channels and accounts; supplier direct sales; ecommerce; cross-border activity; downstream partners; and competing products; Wholesale prices, orders, forecasts, minimums, payment, taxes, delivery, title, risk, inventory, shortage allocation, and returns; Targets, performance periods, marketing, approved claims, brand materials, training, reports, audit, leads, customer contracting, support, warranties, and recalls; Compliance, data, confidentiality, IP, insurance, indemnity, liability, renewal, termination, sell-off, repurchase, transition, and five completed schedules
Special situations
- This product uses a buy-and-resell distribution model; it does not grant general authority to solicit for or bind the supplier as a sales agent.
- Exclusive, sole, and nonexclusive appointments are defined across separate product, territory, channel, customer, account, and time dimensions.
- Relationship-classification facts such as trademark association, operational control or assistance, and required payments are recorded because calling an arrangement a distributorship does not determine its regulatory treatment.
- Each remaining inventory category receives one exit path so sell-off, return, repurchase, warranty, and recall outcomes do not overlap.
Frequently asked questions
Does the distributor buy the products?
Yes. The distributor buys products for its own account, takes the selected title and inventory risk, and contracts with customers in its own name.
Can the appointment be exclusive?
Yes. Exclusivity is limited to selected products, territory, channels, customers, period, targets, minimums, and reserved rights.
Can the supplier reserve ecommerce or national accounts?
Yes. Reserved channels and accounts carry separate effective dates, lead-credit, service, reporting, and conflict rules.
Can the distributor use subdistributors or retailers?
If selected, the workflow states approval, required downstream terms, training, monitoring, reporting, responsibility, revocation, and transition.
What happens to inventory after termination?
Each category follows one selected path: authorized sell-off, return, supplier repurchase, warranty or recall disposition, or another stated outcome.
Related documents
Not legal advice
Locke Direct helps structure documents and workflows. It does not replace a qualified lawyer for complex, unusual, or high-risk situations.
Last reviewed August 2, 2026.