Exclusive distribution agreement template
A supplier names one exclusive distributor for a territory: prices, minimum purchases, marketing, term and the end. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For a manufacturer or supplier and the business that will be its sole distributor in a territory, with exclusivity, minimum purchases, prices, marketing and the end agreed in writing.
Exclusive territories and limits on online or cross-border sales are restricted by competition law in many countries, and some give distributors compensation on termination; the sample keeps resale prices free.
What it covers
15 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Appointment and exclusivity
The Supplier names the Distributor its only distributor of the products in the territory for the term, appoints no other and does not sell there actively, and passes on enquiries. The Distributor buys and resells in its own name.
2. Products
The products are described in a blank. The Supplier may add products, and may withdraw or replace one on notice; orders already confirmed are still delivered.
3. Territory and sales channels
Blanks for the territory and the sales channels, such as shops, business customers or online. The Distributor does not actively market outside the territory but may answer unsolicited requests.
4. Prices and ordering
The Distributor buys at the Supplier’s list or scheduled prices less a discount and sets its own resale prices. Orders are placed in writing and confirmed within a set time, and the Supplier reports any shortage.
5. Minimum purchases
A blank sets a yearly minimum, reviewed together. If it is missed for reasons within the Distributor’s control, the Supplier may, after notice and time to catch up, drop exclusivity or end the agreement. No other consequence.
6. Delivery and risk
A blank sets the delivery terms. Risk passes on delivery as those terms say, and ownership passes on full payment or on delivery (you choose). The Supplier reports expected delays at once.
7. Payment
Invoices are paid on the payment terms. If a payment is late by a set number of days, the Supplier may pause deliveries after notice and ask for payment in advance. Interest only as the law provides.
8. Marketing and brand use
The Distributor promotes the products at its own cost. It may use the Supplier’s marks only to identify and promote them, in an approved form, and does not register similar marks or domain names.
9. After-sales service and warranty
The Supplier warrants the products for a set number of months and repairs, replaces or credits defective ones. The Distributor handles first-line service and passes on defect reports; rights the law gives cannot be excluded.
10. Reporting, records and confidentiality
The Distributor reports on sales, stock and the market and keeps records. Both tell each other of safety issues and recalls, and both keep the other’s non-public information confidential for a set number of years.
11. Term and renewal
A fixed term that renews each year unless a party gives notice. Either side may end it for a serious breach that is not put right in time.
12. After the agreement ends
Confirmed orders are still delivered. The Distributor may sell off stock, or the Supplier buys it back. Neither side is barred from doing business with others afterwards, and any compensation the law gives a distributor remains.
13. Independent parties
The Distributor is not an agent, franchisee, partner or employee of the Supplier and bears the costs and risks of its own business.
14. Liability
Each side’s total liability is capped at what the Distributor paid for products in a set number of months, with the usual exceptions. The Supplier’s liability for defective products follows the warranty clause.
15. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
A price schedule is optional: add one if you want the amounts in a table, or write the agreed amount into the payment clause.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check. A figure or time such as [[10]] that you leave as it is is used as shown when you send; a blank that needs your own words must be filled first. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
Exclusive Distribution Agreement
Parties: Supplier · Distributor
1. Appointment and exclusivity
The Supplier appoints the Distributor as its exclusive distributor of the products described below in the territory described below for the term of this agreement, and the Distributor accepts. During the term the Supplier does not appoint another distributor or reseller for the products in the territory and does not itself actively sell them to customers there; it refers enquiries from customers in the territory to the Distributor. The Distributor buys the products from the Supplier and resells them in its own name and for its own account.
2. Products
The products covered by this agreement are:
[[Product names, models and specifications]]
The Supplier may add products to this list. It may withdraw a product, or replace it with an improved version, on [[3]] months’ notice in writing or in electronic form; orders confirmed before then are still delivered.
3. Territory and sales channels
Territory: [[Country, region or customer group]]
Sales channels the Distributor may use in the territory: [[Shops, business customers, online sales, or all channels]]
The Distributor does not actively market the products to customers outside the territory and does not set up branches, warehouses or sales staff outside it for that purpose. It may answer unsolicited requests from outside the territory and sell to those customers.
4. Prices and ordering
The Distributor buys at the Supplier’s price list in force on the order date, or at the prices in the price schedule of this contract, less this discount: [[Discount in %]]
The Supplier may change its prices with [[60]] days’ notice; orders confirmed before the change keep the old price. The Distributor sets its own resale prices freely; recommended resale prices are not binding.
The Distributor orders in writing or in electronic form, stating products, quantities and the delivery date it wants. The Supplier confirms or declines each order within [[5]] business days, and a confirmed order is binding. The Supplier supplies the quantities ordered within the capacity it can reasonably provide, and tells the Distributor without delay if it expects a shortage.
5. Minimum purchases
The Distributor aims to buy at least the following in each contract year: [[Minimum order quantity or purchase amount per contract year]]
The parties review the minimum together at least once a year and adjust it by agreement if the market changes for reasons neither of them controls.
If the Distributor falls short of the agreed minimum for reasons within its control, the Supplier may, after notice in writing or in electronic form and a period of [[60]] days to catch up, turn the exclusivity into a non-exclusive appointment or end this agreement on [[3]] months’ notice. No other consequence follows from missing the minimum.
6. Delivery and risk
The Supplier delivers on these delivery terms: [[Delivery terms, e.g. an Incoterms rule and the named place]]
The Supplier tells the Distributor without delay about expected delays. Risk passes to the Distributor on delivery as the delivery terms say, and ownership of the products passes [[when the Distributor has paid for them in full / on delivery]].
7. Payment
The Distributor pays each invoice on the payment terms stated in this contract. If a payment is more than [[7]] days late, the Supplier may, after notice in writing or in electronic form, suspend further deliveries until the overdue amount is paid and require payment in advance for later orders. Interest on late payment is charged only as the applicable law provides.
8. Marketing and brand use
The Distributor promotes the products in the territory at its own cost and keeps the Supplier informed of its main marketing plans. The Supplier provides product information and marketing materials [[free of charge / at cost]]. The Distributor may use the Supplier’s trademarks and product names only to identify and promote the products, in the form the Supplier approves, and acquires no rights in them; it does not register similar marks, company names or domain names. The goodwill arising from that use belongs to the Supplier.
9. After-sales service and warranty
The Supplier warrants to the Distributor that the products are free from defects and match their specifications for [[12]] months from delivery, and repairs, replaces or credits defective products.
The Distributor handles first-line customer service and complaints in the territory, passes defect reports to the Supplier within [[7]] days and gives its customers no warranties beyond the Supplier’s published ones.
The Supplier gives the Distributor the training, spare parts and technical information it needs to serve customers. Rights under the applicable law that cannot be excluded remain unaffected.
10. Reporting, records and confidentiality
The Distributor reports to the Supplier [[quarterly]] on sales, stock and market developments in the territory and keeps records of its purchases and sales for [[3]] years.
Each party tells the other without delay of safety issues, recalls or claims of infringement that it learns of, and the parties cooperate on any recall of the products.
Each party keeps the other’s non-public information confidential for [[2]] years after this agreement ends. Information that is already public, or that a party obtained without using the other’s information, is not covered.
11. Term and renewal
This agreement starts on the effective date and runs for [[3]] years. It then renews for [[1]] year at a time unless either party gives notice in writing or in electronic form at least [[6]] months before the end of a period. Either party may end it by notice if the other seriously breaches it and does not remedy the breach within [[30]] days of being asked to.
12. After the agreement ends
When this agreement ends, confirmed orders are still delivered and paid. The Distributor may sell off its stock of the products for [[6]] months, or the Supplier may buy back unopened, saleable stock at the price the Distributor paid. When the sell-off period ends, the Distributor stops using the Supplier’s trademarks and returns the marketing materials.
After the end, neither party is restricted from doing business with others, in the territory or elsewhere, apart from the confidentiality and trademark rules above.
Any right to compensation or a goodwill payment that the applicable law gives a distributor and that cannot be excluded remains unaffected.
13. Independent parties
The Distributor buys and resells in its own name and for its own account. It is not an agent, franchisee, partner or employee of the Supplier, may not make commitments on the Supplier’s behalf, and bears the costs and the risk of its own business, including its own staff, taxes and permits.
14. Liability
Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s total liability under this agreement is limited to the amounts the Distributor paid for products in the [[12]] months before the claim. The Supplier’s liability for defective products is as stated under After-sales service and warranty.
15. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Payment terms
Payment within [[30]] days of each invoice, by bank transfer to the account stated on the invoice.
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
Choose the template
Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.
Start a draft
The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.
Send it for signature
You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.
Next steps
Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.
Already signed? Make the invoice from the signed contract: the parties and the price lines carry over, in full or for a deposit. The guide on turning a quotation into an invoice shows how to review the new draft, its dates and the PDF.
What it is, and what it is not
QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.
It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.
Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
Other contract templates
Sales and supply agreement
Goods, orders, delivery, inspection, warranty and payment.
Simple general contract
What each party does, payment, term and termination.
Master services agreement
Standard terms for repeated work, with each job agreed in its own statement of work.
Statement of work
One piece of work under a master agreement: scope, milestones, acceptance, fees and dependencies.