This is an agreement between an owner or manufacturer of a product and a distributor
to distribute and sell the product. This document contains the material terms and
conditions of the agreement including product pricing, a minimum sales quota, and the
rate of commission. It includes numerous standard provisions that are commonly found
in these types of agreements, and may be customized to address the specific needs of
the parties. This document should be used when parties enter into a distributorship
THIS AGREEMENT made effective on this ……………day of……………, 20…. (the
between……………………………., (the “Company”);
and ……………………………, (the “Distributor”).
In consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:
1. APPOINTMENT OF DISTRIBUTOR
The Company hereby appoints the Distributor as its exclusive Distributor in the territory (the
“Territory”) as described in Schedule A annexed to this Agreement, for selling the products
manufactured by the Company, as described on Schedule B attached hereto (the “Products”),
upon the terms and conditions as set forth herein.
This agreement shall be effective on the Effective Date and shall remain in force for a period of
……………. Years thereafter.
(a) Either party may terminate this Agreement for substantial breach of any material provision
of this Agreement by the other, provided a notice has been given to the other specifying the
alleged breach and such other party has not cured the breach within __________ days.
(b) The Company may terminate this Agreement if:
(i) there is an unacceptable change in the control or management of the Distributor;
(ii) the Distributor ceases to function as a going concern or makes an assignment for the
benefit of creditors;
(iii) a petition for bankruptcy is filed by or against the Distributor, resulting in an
adjudication of bankruptcy;
© Copyright 2011 Docstoc Inc. 2
(iv) if the Distributor fails to pay its debts as they become due, provided due notice has been
given by the Company to the Distributor and the Distributor has not cured such breach
within thirty (30) days thereof;
(c) Upon termination of this Agreement all further rights and obligations of the parties shall
cease, except that Distributor shall not be relieved of its obligation to pay any monies due as of
or after the date of termination.
4. MARKETING AND SUPPORT
(a) Distributor shall use its best efforts to promote the sale and distribution of the Products and
to provide adequate support, which efforts shall include the following:
(i) Setting up and maintaining appropriate premises and facilities for the display and sales of
(ii) Managing an adequate, trained sales and technical staff to promote the sale and provide
support for the Products;
(iii)Undertaking promotional and advertisement campaigns to encourage the sales of
(iv) Provide Company with monthly forecast reports of requirements for the next six months
(b) Company shall, upon request, assist the Distributor with all advertising, sales promotion, and
public relations campaigns to be conducted, including providing Distributor with brochures,
pamphlets and other necessary documentation and shall also provide necessary technical
information and assistance.
The Distributor represents to the Company that it has available a showroom/outlet/warehouse
(the “Showroom”) and other existing infrastructure facilities which shall be utilized in marketing