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Distribution agreements are contracts between a distributor and manufacturer. They are also sometimes called wholesale distribution agreements, though not all distribution agreements are wholesale in nature. They often allow the distributor to sell, market, and profit from the sales of a manufacturer’s or wholesaler’s product in bulk. However, it is not a requirement for all distribution agreements. Distribution agreements can also cover distribution of products in smaller quantities or through different channels. A distribution agreement typically uses the terms and conditions that address territories, exclusivity rights, reporting requirements, and more.
If you need a distribution agreement, you should consider the essential parts, how they work, types of distribution agreements, when to use one, and how to get help drafting one.
Parts of a distribution agreement vary according to the transaction type. Both parties must determine if they want to enter into an exclusive or non-exclusive deal first. You should also consider the type of distribution strategy including selective and intensive strategies.
Below is a basic distribution agreement checklist to help you get started:
There may be other parts of a distribution agreement to include in your contract that isn’t listed here. Business lawyers are able to understand your objectives and translate them into a legally binding and enforceable distribution agreement.
The distributor directly sells products to retailers and consumers on behalf of the manufacturer. Instead of the manufacturer paying for the cost of sales, this responsibility falls on the shoulders of a distributor. Profitability from already recognizable and developed products and services is what the distributor is after from the transaction.
The following steps outline how finding and negotiating a distribution agreement works:
You should also decide which type of distribution agreement you want your company to use. The decision you make will affect critical marketing and legal aspects, which means the decision should be made carefully. Business attorneys are licensed to offer legal advice at every crucial point in the negotiation and contract drafting process. While it is advisable to seek legal advice when drafting a distribution agreement, it is not the only option available. You can also utilize templates or online resources to create a distribution agreement.
Here is another article about how distribution agreements work.
The type of distribution agreement to select depends upon the type of transaction in which you are engaging. It’s vital to choose the proper agreement so that it can perform its contractual purpose of protecting both party’s rights.
There are four distribution agreement types including:
Let’s look closer at each type of distribution agreement below:
Meet some lawyers on our platformExclusive distribution agreements are distribution rights granted between a distributor and supplier company. Both parties agree that the distributor will give exclusivity rights to the supplier to sell certain products or services instead of non-exclusive rights. This strategy creates competitive barriers to participation.
Provisions to consider when drafting distribution agreements include:
Wholesale distribution agreements are between a distributor and manufacturer. They define the terms and conditions surrounding distribution within a specific territory. The distributor must sell goods and services as outlined within the wholesale distribution agreement.
Provisions to include in a wholesale distribution agreement include:
Distribution agreements for commissions define a distributor’s compensation from meeting or exceeding manufacturer sales goals. Commissions will vary according to the particulars and value of products sold. These types of agreements provide an excellent way to encourage growth and sales while rewarding channel partners commensurately for their efforts.
Provisions contained with commission distribution agreements include:
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Developer distribution agreements let distributors know how software and application developers want them to distribute the product. They also define the overall relationship between the distributor and developer. It’s essential to draft the formal agreement the first time around to avoid the chance of facing a future dispute.
Examples of developer distributors include:
Ensure that you consider the terms and considerations of a developer distribution agreement carefully since they can affect your company’s performance and future. Here’s a page containing an example of a distribution agreement.
Anyone engaging in the distribution of another company’s product or services usually needs a distribution agreement. While it is generally recommended to have a distribution agreement in place, it is not always a legal requirement. The need for a distribution agreement depends on various factors, including the nature of the products or services, the relationship between the parties, and applicable laws and regulations. Businesses must use distribution agreements to facilitate clear guidelines among the parties while providing a legal record of the formalized agreement.
The following business types may need distribution agreements:
Ultimately, you can determine if you need a distribution agreement by speaking with lawyers directly. They can also help you establish whether you should have other contracts in place.
Here’s the website for the National Association of Wholesale Distributors for more information.
Drafting or reviewing distribution agreements is another aspect of the contract writing process. From some parties, it is challenging to determine if the proposed contract is fair, whether you are the author or signer. The most practical way to overcome any doubt is by hiring contract lawyers to help you through the process.
Contract lawyers can help with the following:
A distribution agreement is only as good as the language contained within it. If your agreement is unenforceable or illegal in some capacity, these legal mistakes can result in unintended consequences. Instead of leaving your business deal to chance, hire contract lawyers to ensure that your and your company’s rights are protected throughout the process.
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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I have a patent pending on my product. I have one product being made into a sample now with a China manufacturer. They are also developing another new product to work along with the initial product. I need an attorney to write up a contract license agreement for the sales and distribution of my products. I am in the process of developing a trademark to put all my products under.
You are on the right track since a well-drafted distribution/licensing agreement(s) is absolutely essential to protect an inventor’s IP rights when outsourcing the manufacturing of proprietary products. You can post your question, as a project, on this platform to receive and compare multiple proposals from licensed attorneys who are registered and verified. Once you receive a response(s) you will be able to correspond through the platform or request a call to help with your decision to hire a particular attorney for the project. Best of luck!
