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Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Distribution contracts are integral to the business world, yet their importance is often underestimated or disregarded. The ��������Ƶ team cannot emphasize enough how important it is to take the time and fully understand a distribution contract before entering into an agreement.

A distribution contract is a legally binding document between two or more parties in which one party agrees to distribute goods or services on behalf of another. This covers every aspect of the agreement, from what goods or services are being distributed, whether they are physical items or digital products, how they are going to be distributed, and any payment conditions applicable to the distributor.

It is paramount that those involved in a distribution contract understand fully their rights and obligations as outlined in the document; this helps protect their interests accordingly. Distribution contracts can sometimes be complex documents, so it’s important all conditions are noted precisely - including any restrictions which have been placed on the transfer/distribution of goods and services - as well as ensuring these terms comply with relevant laws and regulations.

Financial implications must also be taken into consideration; fees and commissions should be discussed thoroughly so that both parties feel comfortable with the payments being made within the agreement. Furthermore, considering potential penalties for breaches should also be factored in at this stage too.

Finally, looking at a bigger picture view; companies use distribution contracts for expansion purposes by attempting to reach new audiences - meaning it’s important to consider what impact this could have on your competitive position within your chosen market sector(s).

In summary: navigating possible pitfalls when creating/entering into a distribution contract requires caution and knowledge of all implications; especially when protecting rights & interests (and amending these accordingly), discussing financial components & understanding wider market implications. To help you get started today without requiring an account we offer step-by-step guidance (below) plus access to our free template library – so don’t delay any longer – read on now!

Definitions

Distribution Agreement: A legally binding agreement between two parties which outlines the terms and conditions of the distribution of goods and services.
Scope: The range and extent of something, such as the range of goods and services covered by a distribution agreement.
Exclusivity: The condition of being the only party allowed to provide a certain product or service.
Term: The duration of a distribution agreement, which specifies how long each party is obligated to honor the agreement.
Roles: The specific tasks and duties assigned to each party in a distribution agreement.
Responsibilities: The required actions of each party in a distribution agreement.
Expectations: The desired outcomes of each party in a distribution agreement.
Pricing: The cost of goods and services outlined in a distribution agreement.
Payment Terms: The details regarding how and when payment will be received in a distribution agreement.
Terms of Sale: The conditions and rules under which goods and services will be sold in a distribution agreement.
Delivery: The method and timing of how goods and services are delivered in a distribution agreement.
Marketing: Advertising and promotion of goods and services in a distribution agreement.
Promotion: The efforts to increase sales and awareness of goods and services in a distribution agreement.
Warranties: Guarantees that goods and services will meet certain standards in a distribution agreement.
Guarantees: Promises that goods and services will meet certain expectations in a distribution agreement.
Intellectual Property: Creative works that are protected by law from being reproduced or used without permission.
Confidential Information: Private and sensitive information that is protected from being shared with unauthorized parties.
Dispute Resolution: The process of resolving disagreements between two or more parties in a distribution agreement.
Jurisdiction: The legal authority to settle disputes and make decisions in a distribution agreement.
Drafting: The process of preparing a document, such as a distribution agreement.
Negotiating: The process of discussing and reaching agreement on the terms and conditions of a distribution agreement.
Signatures: The legal authorization of a document, such as a distribution agreement.

Contents

1. Understanding the purpose and scope of the distribution agreement
2. Identifying the scope of the distribution agreement and the types of goods and services it will cover
3. Identifying any geographic or market restrictions
4. Determining the term of the agreement and any renewal options
5. Clarifying the exclusivity and termination provisions
6. Defining the roles, responsibilities and expectations of each party to the agreement
7. Deciding how the parties will work together
8. Identifying the services that each party will provide
9. Establishing the pricing and payment terms
10. Establishing clear terms and conditions that are mutually beneficial to both parties
11. Outlining the terms of sale and delivery
12. Establishing rules governing the marketing and promotion of the goods or services
13. Specifying the warranties, guarantees, and other terms of the agreement
14. Clarifying how disputes will be handled and how to seek resolution
15. Establishing a dispute resolution process
16. Determining which court or other forum will have jurisdiction over disputes
17. Ensuring compliance with applicable laws and regulations
18. Identifying any applicable laws or regulations that must be followed
19. Ensuring that the agreement complies with all applicable laws and regulations
20. Specifying the rights and obligations regarding intellectual property and confidential information
21. Defining the ownership rights of any intellectual property
22. Defining how confidential information will be protected
23. Setting out clear termination procedures and exit strategies
24. Specifying the conditions under which the agreement can be terminated
25. Establishing the procedures for exiting the agreement
26. Drafting and negotiating the final agreement
27. Drafting the agreement in accordance with the agreed-upon terms and conditions
28. Negotiating any changes or amendments to the agreement
29. Obtaining signatures from both parties and executing the agreement
30. Making sure that the agreement is legally binding

Get started

Understanding the purpose and scope of the distribution agreement

• Identify and understand the purpose of the distribution agreement
• Clarify the goals and expectations of both the distributor and the supplier
• Research the type of distribution agreement, including any applicable laws and regulations
• Evaluate and understand the terms and conditions of the agreement
• Consider the potential risks and benefits of the agreement
• Ensure the agreement meets the needs of both parties
• Check for any red flags that may indicate a problem with the agreement

Once you’ve completed the steps above, you can move on to the next step: Identifying the scope of the distribution agreement and the types of goods and services it will cover.

Identifying the scope of the distribution agreement and the types of goods and services it will cover

• Carefully read the distribution agreement to identify the types of goods and services that it will cover
• Identify any exclusions or restrictions on the types of goods and services covered by the agreement
• Consider any special terms or conditions that the parties have agreed to in regards to the scope of the agreement
• Confirm that the scope of the agreement is in line with the expectations of both parties
• When you are satisfied with the scope and types of goods and services covered, check this step off your list and move on to the next step.

Identifying any geographic or market restrictions

• Analyze any geographic or market restrictions in the distribution agreement
• Ask your attorney to review the agreement to ensure that it makes sense and complies with any applicable laws
• Review any existing relationships and agreements related to the distribution agreement
• Consider potential or existing restrictions on where and how distribution is allowed
• Make sure to be aware of any limitations on the geographic markets and territories that are included in the distribution agreement
• Check the agreement for restrictions that may be in place to protect any intellectual property or brands associated with the distribution agreement

Once you have identified and reviewed any geographic or market restrictions in the distribution agreement, you can check this off your list and move on to the next step.

Determining the term of the agreement and any renewal options

• Review the agreement to determine the length of the contract, including any renewal options
• If the contract has an automatic renewal clause, ensure that both parties have a clear understanding of the terms of renewal
• Discuss any potential renewal terms with the other party, and ensure they are incorporated into the agreement
• Determine if the agreement has a specific date of termination, and if not, determine a mutually agreed upon termination date
• When all of the terms of the agreement have been addressed and agreed upon, both parties can sign off on the agreement
• You know that you can check this step off your list when the terms of the agreement have been finalized and both parties have signed off on it.

Clarifying the exclusivity and termination provisions

• Understand what is meant by exclusivity in the agreement, whether it applies to any geographic regions, or other restrictions
• Be aware of any termination provisions, and how they may differ between the parties, including any notice requirements
• Ensure that any termination rights of either party are clearly specified, and that the agreement sets out the consequences of any breach
• Confirm that any termination provisions are in line with applicable laws and regulations

You will know that you have completed this step when you have a clear understanding of the exclusivity and termination provisions in the agreement, and have confirmed that they are in line with applicable laws and regulations.

Defining the roles, responsibilities and expectations of each party to the agreement

• Identify the roles and responsibilities of each party in the agreement
• Define the expectations you have for each party
• Spell out the obligations of each party, such as the timeframes for fulfilling their responsibilities
• Outline any communication expectations, such as how often parties will communicate with each other
• Make sure the agreement is clear on who is responsible for what, including who will pay for any costs associated with the agreement
• Ensure that each party understands their rights and responsibilities under the agreement
• When you have finished, review the agreement to make sure all of the roles, responsibilities and expectations are clear and agreed upon.

How you’ll know when you can check this off your list and move on to the next step: When you have finished reviewing the agreement and both parties have agreed to the roles, responsibilities and expectations outlined in the agreement, you can move on to the next step.

Deciding how the parties will work together

• Make sure to clearly define each party’s roles and responsibilities in the agreement
• Establish a timeline and milestones to measure the success of the agreement
• Develop a system of communication between the parties and determine how often updates will be provided
• Create a dispute resolution process in case of disagreements
• Establish a clear reporting structure
• Define a strategy for performance evaluation
• When all of the above has been agreed upon, you can move on to the next step: Identifying the services that each party will provide.

Identifying the services that each party will provide

• Determine the services that the distributor will provide to the supplier, such as marketing, sales, warehousing, and shipping
• Determine the services that the supplier will provide to the distributor, such as product availability, pricing, and quality control
• Determine which party will be responsible for any additional services that may be needed
• Establish a timeline for the completion of the services provided by each party
• Document the services provided by each party in the distribution contract
• Ensure that the services provided by each party reflect the terms of the agreement between the two parties
• When all the services have been identified and documented in the contract, then you can move on to the next step of establishing the pricing and payment terms.

Establishing the pricing and payment terms

• Understand and negotiate the pricing of goods or services, including discounts and volume-based pricing
• Outline payment methods, including payment terms, payment due dates, and the currency in which payment will be made
• Establish the timeline for when payments should be made and if there are any penalties for late payments
• Agree on the method for calculating taxes and any other fees associated with the transaction
• Determine who is responsible for shipping costs and any other associated costs

When you have an agreed-upon pricing and payment terms, you will have successfully completed this step.

Establishing clear terms and conditions that are mutually beneficial to both parties

• Negotiate contract terms and conditions that guarantee both parties’ interests are taken into account.
• Establish a timeline for when the contract should be reviewed, amended, or terminated if necessary.
• Consider how both parties can be held accountable for fulfilling their obligations.
• Make sure that both parties have access to a dispute resolution process.
• Ensure that both parties have rights and obligations that are clearly stated in the contract.

How you’ll know when you can check this off your list and move on to the next step:
Once the terms and conditions have been agreed upon by both parties, and both parties have signed and accepted the contract, you can check this off your list and move on to the next step.

Outlining the terms of sale and delivery

• Establish rules for payment and delivery of the goods or services
• Define the scope of the distribution contract, including the right to sub-distribute
• Set out the obligations of all parties in the contract
• Describe the remedies available in the event of a breach of contract
• Establish a procedure for resolving disputes
• Establish a procedure for amending or terminating the contract

You’ll know you can move on to the next step when you have a written agreement that outlines the terms of sale and delivery between both parties, including the scope of the distribution contract, obligations of all parties, and remedies available in the event of a breach.

Establishing rules governing the marketing and promotion of the goods or services

• Determine the rules and regulations that govern the marketing and promotion of the goods or services
• Specify who is responsible for producing content for the marketing and promotion, who is responsible for the distribution, and who is responsible for the costs associated with it
• Establish rules and regulations for the use of trademarks and logos associated with the product
• Agree upon acceptable methods of marketing and promotion, and the limitations that should be placed upon them
• Create a plan for the handling of customer complaints and feedback
• Check that all parties involved are in agreement on these rules and regulations

When you can check this off your list: When all relevant parties have signed off on the rules and regulations that govern the marketing and promotion of the goods or services.

Specifying the warranties, guarantees, and other terms of the agreement

• Review the contract to make sure all the warranties, guarantees, and other terms are listed and clearly defined
• Ensure that all the warranties, guarantees, and other terms are realistic and achievable
• Specify the time periods that the warranties, guarantees, and other terms are in effect
• Discuss with the other party any modifications or additions that need to be made to the warranties, guarantees, and other terms
• Make sure that all changes are documented and agreed upon by both parties
• Double-check that all the warranties, guarantees, and other terms of the agreement are complete and accurate

When you can check this off your list and move on to the next step:
You will know you can move on to the next step when you have reviewed and agreed upon all the warranties, guarantees, and other terms of the agreement with the other party and made sure that all changes are documented and agreed upon by both parties.

Clarifying how disputes will be handled and how to seek resolution

• Identify the jurisdiction of the contract, and the court or tribunal that will hear any disputes.
• Determine the remedies available for breach of the contract and the process for seeking them.
• Decide on a dispute resolution process, such as arbitration or mediation, that is mutually agreed upon.
• Outline the process for dispute resolution in the contract.
• Agree to waive the right to a jury trial if the parties can’t resolve the dispute through other means.

When you have identified the jurisdiction of the contract, and determined the remedies available for breach of the contract, as well as a dispute resolution process, you can check this off your list and move on to the next step.

Establishing a dispute resolution process

• Agree on a process for resolving disputes that all parties believe is fair and reasonable
• Outline the process for dispute resolution, including the steps, timeline, and any fees involved
• Include a clause for binding arbitration or mediation as an alternative to going to court
• Make sure to include a clause that allows for mediation with a neutral third party if the dispute cannot be solved internally
• Once all parties involved have agreed to the dispute resolution process, have them sign the contract
• Once the contract is signed, you can move on to the next step of determining which court or other forum will have jurisdiction over disputes.

Determining which court or other forum will have jurisdiction over disputes

• Research the applicable laws to identify potential courts or forums that may have jurisdiction
• Consult with an attorney to determine the most appropriate court or forum to include in the contract
• Draft language in the contract that clearly outlines the jurisdiction and venue for disputes
• Submit the contract to the other party for review and approval
• Once the contract is approved, you can move on to the next step of ensuring compliance with applicable laws and regulations.

Ensuring compliance with applicable laws and regulations

• Research any applicable laws or regulations that must be followed in the distribution contract
• Check the contract against any applicable laws or regulations to make sure it is compliant
• Make any necessary changes to the contract to ensure compliance
• Document any changes that have been made to the contract
• Seek legal counsel if needed to ensure the contract is compliant with applicable laws and regulations
• Once you have verified that the contract is compliant with applicable laws and regulations, you can check off this step and move on to the next one.

Identifying any applicable laws or regulations that must be followed

• Review existing contracts and analyze the distribution agreement for any applicable laws or regulations that need to be followed.
• Research and investigate the applicable laws, regulations, and industry standards in the jurisdiction of the distribution agreement.
• Make sure all the terms and conditions comply with the applicable laws, regulations, and industry standards.
• Check that the agreement is not in conflict with any existing laws or regulations.
• When you’ve identified all the applicable laws and regulations and ensured that the agreement complies with them, you can move on to the next step.

Ensuring that the agreement complies with all applicable laws and regulations

• Carefully review the agreement to ensure that it complies with applicable laws and regulations
• If any applicable laws or regulations conflict with the agreement, work with a lawyer to make sure the agreement is modified to comply with all applicable laws and regulations
• Once the agreement is reviewed and modified to comply with all applicable laws and regulations, update the agreement and have all parties sign it
• You’ll know this step is complete when you’ve reviewed and modified the agreement to comply with all applicable laws and regulations, and all parties have signed it.

Specifying the rights and obligations regarding intellectual property and confidential information

• Ensure that all parties, including the distributor and licensor, are in agreement as to who owns the rights to any intellectual property created or used in relation to the distribution agreement.
• Outline the terms of the agreement that cover both confidential information and intellectual property, such as:
• who can use the confidential information,
• how it can be used,
• how it should be protected,
• how it should be returned or destroyed,
• how disputes will be resolved,
• how any trade secrets should be treated, and
• any other restrictions.
• Make sure that all parties are aware of the obligations they have to each other under the agreement.

You can check this off your list and move on to the next step once you have completed the above steps to ensure that all parties are in agreement regarding the ownership rights of any intellectual property and that all the necessary terms have been outlined for the use of confidential information.

Defining the ownership rights of any intellectual property

• Carefully review the contract to determine the rights of ownership of any intellectual property used in the distribution process
• Make sure that the contract clearly states who owns the intellectual property right, and whether it is exclusive or non-exclusive
• Consider whether the contract should include provisions for the transfer of rights or licensing of intellectual property
• Ensure that the contract clearly states that the distributor has no right to use the intellectual property other than as specified in the contract
• Specify any restrictions or limitations on the use of the intellectual property in the contract

Once you have reviewed the contract and made sure it is clear on the ownership rights of any intellectual property, you can check this step off your list and move on to the next step.

Defining how confidential information will be protected

• Review any existing confidentiality agreements and consider what needs to be included in the current distribution contract
• Identify what information needs to be kept confidential and make sure it is specified in the contract
• Establish what actions need to be taken to ensure the confidential information remains secure
• Describe the consequences for any breach of the contract’s confidentiality provisions
• Set out any restrictions on the disclosure of confidential information

You will know you can move on to the next step when you have completed all the steps necessary to define how confidential information will be protected in the distribution contract.

Setting out clear termination procedures and exit strategies

• Outline the procedures and timelines for termination
• Identify any entitlements or obligations that will continue after the termination of the contract
• Make sure the agreement specifies when the contract may be terminated
• Include a clear explanation of how to terminate the agreement
• Outline any penalties for early termination
• Describe any rights to terminate the agreement without penalty
• Clarify any dispute resolution processes in place

You’ll know you’ve completed this step when you have a clear understanding of the termination procedures and exit strategies outlined in the contract.

Specifying the conditions under which the agreement can be terminated

• Ensure that the contract specifies the circumstances under which either of the parties may terminate the agreement.
• Consider including common termination events, such as failure to perform obligations, breach of contract and a material change in circumstances.
• Include a provision detailing the consequences of the termination of the agreement, such as the return of products, payment of fees, and the return of confidential information.
• Make sure that the contract includes an indemnification clause that states the liabilities of each party in the event of a breach of contract.

You can check this off your list and move on to the next step when you have specified the conditions under which the agreement can be terminated in the contract and included provisions detailing the consequences of the termination.

Establishing the procedures for exiting the agreement

• Consider any additional conditions that should be included in the agreement to ensure smooth exit from the contract.
• Examine the agreement’s language to ensure that the agreement contains clear wording on how the contract can be terminated, when it can be terminated, and how much notice must be given prior to termination.
• Research any applicable federal, state, and local laws that may apply to the agreement and make sure that the agreement does not violate any of these laws.
• Draft a termination clause for the agreement that reflects the parties’ intentions and that complies with applicable laws.
• Negotiate the termination clause with the other party to ensure both parties are comfortable with the language and conditions.

Once the termination clause is agreed upon, this step can be marked off the list and the parties can move on to drafting and negotiating the final agreement.

Drafting and negotiating the final agreement

• Have your lawyer review the terms of the agreement for any potential legal pitfalls.
• Make sure all of the agreed-upon terms and conditions are accurately reflected in the final agreement.
• Check for any ambiguities or inconsistencies in the language of the agreement.
• Discuss any necessary amendments or changes with the other party to the agreement.
• Negotiate any disputed points between both parties.
• Finalize the agreement, review it, and have both parties sign off on it.

Once all of the above steps have been completed and the agreement is finalized, you can move on to the next step of drafting the agreement in accordance with the agreed-upon terms and conditions.

Drafting the agreement in accordance with the agreed-upon terms and conditions

• Carefully review all of the negotiated terms and conditions of the agreement
• Ensure that all agreed-upon clauses are accurately and properly incorporated into the actual contract
• Have the agreement reviewed by a legal expert to ensure compliance with relevant laws and regulations
• Make sure that both parties have signed the agreement and any necessary third-party approvals have been obtained
• Once all these steps have been completed and the agreement is in its final form, it can be checked off the list and the next step can be taken.

Negotiating any changes or amendments to the agreement

• Request that the other party provide any changes or amendments they would like to be made in writing
• Take time to review any changes or amendments suggested by the other party
• After reviewing any changes or amendments, negotiate to come to an agreement on the accepted changes
• Once both parties are in agreement, draft any changes or amendments into the distribution contract
• When both parties have agreed to the changes or amendments, the step of negotiating any changes or amendments to the agreement is complete.

Obtaining signatures from both parties and executing the agreement

• Obtain a signature from both parties: both parties must sign the agreement before it can be legally binding.
• Make sure that all signatures are done in the correct format: signatures must be done in a way that meets the legal requirements in the jurisdiction in which the agreement is being executed.
• Make sure that the agreement is properly dated: the date of the agreement should be noted on the document so that all parties are aware of when it was signed.
• Ensure that each party has a copy of the agreement: all parties involved should have a copy of the agreement for their records.
• Check that all terms and conditions have been met: make sure that all of the terms and conditions outlined in the agreement have been met before it is executed.

How you’ll know when you can check this off your list and move on to the next step:

• All parties have signed the agreement in the required format.
• The agreement has been properly dated.
• All parties have a copy of the agreement.
• All terms and conditions have been met.

Making sure that the agreement is legally binding

• Make sure the contract is in compliance with the relevant laws and regulations
• Consult a lawyer to ensure there are no legal challenges to the contract
• Ensure that all parties have agreed to the contract and that it is legally binding
• Have all parties sign the agreement
• Get a copy of the agreement for each party
• When all of these steps have been completed, you can check this off your list and move on to the next step.

FAQ

Q: How can I ensure that a distribution contract is enforceable in UK jurisdictions?

Asked by Michael on June 1st, 2022.
A: When drafting a distribution contract for use in the UK, you should ensure that the contract meets all the formal requirements for enforceability. This includes making sure that it is in writing, is signed by both parties and includes all the essential elements of a contract. In addition, you should also ensure that any terms are clear and unambiguous, so as to avoid any potential disputes arising from misinterpretation. Furthermore, you should make sure that the contract does not contain any terms which are void or unenforceable under UK law. Finally, it is advisable to seek legal advice from a qualified solicitor who is experienced in drafting and reviewing distribution contracts.

Q: What are some of the key considerations when entering into a distribution contract within the EU?

Asked by Sarah on May 23rd, 2022.
A: When entering into a distribution agreement within the EU, there are several key considerations which must be taken into account. Firstly, it is important to ensure that any contractual terms comply with applicable EU legislation and regulations. Secondly, it is important to consider consumer protection laws and customer rights, as well as data protection laws such as the GDPR. Thirdly, it is important to consider any other legal obligations or restrictions which may apply in each of the countries within the EU where distribution will take place. Finally, it is important to consider any potential tax implications of operating within each of these countries and ensure that all tax obligations are met.

Q: How can I protect my business from potential risks when entering into a SaaS distribution contract?

Asked by Christopher on July 19th, 2022.
A: When entering into a SaaS distribution agreement, there are several steps which can be taken in order to protect your business from potential risks. Firstly, it is important to ensure that you have an effective due diligence process in place before entering into any agreement. This should include investigating the other party’s financial stability and credit history. Secondly, it is important to ensure that the contract includes clear and unambiguous terms regarding payment obligations and dispute resolution procedures. Thirdly, it is advisable to include provisions in the contract which allow you to terminate the agreement if necessary without incurring significant financial losses or liabilities. Finally, where possible you should consider taking out appropriate insurance cover for your business in order to protect against potential losses or liabilities arising from a SaaS distribution agreement.

Q: Is there any specific legislation I should be aware of when entering into a technology distribution contract?

Asked by David on October 10th, 2022.
A: When entering into a technology distribution agreement, there are several pieces of legislation which should be taken into account depending on the specific nature of the agreement and the countries involved. Firstly, if the parties are based in different countries then relevant international laws such as those contained within EU law or US export control laws may be applicable. Secondly, depending on the type of technology involved then other specific industry regulations such as those relating to intellectual property or data privacy may also be relevant. Finally, it is also important to consider any local laws relating to taxation or employment which may apply to either party depending on their location(s).

Example dispute

Possible Lawsuits Involving Distribution Contract

• A plaintiff may raise a lawsuit if they believe they are not receiving the contracted amount, or are not receiving the goods and services promised in the distribution contract.
• The plaintiff may also raise a lawsuit if they believe the other party has failed to comply with the terms and conditions of the contract, such as providing the specified goods and services, or paying the agreed-upon price for those goods and services.
• A plaintiff may also raise a lawsuit if they believe the other party has breached any of the terms and conditions of the contract, such as by failing to meet deadlines or failing to provide adequate customer service.
• The plaintiff may also raise a lawsuit if they believe the other party has acted in bad faith, such as by engaging in deceptive or fraudulent practices.
• The plaintiff may also raise a lawsuit if they believe the other party has violated any applicable laws or regulations, such as those related to antitrust, unfair competition, or deceptive trade practices.
• The plaintiff may also raise a lawsuit if they believe they have suffered any damages or losses as a result of the other party’s actions.
• The plaintiff may also raise a lawsuit to seek an injunction or other equitable relief, such as an order requiring the other party to comply with the terms and conditions of the distribution contract.
• If the plaintiff is able to prove their claims, they may be entitled to damages, restitution, and/or other forms of relief. The court may also award the plaintiff attorney’s fees and costs.

Templates available (free to use)

International Distribution Contract

Simple Distribution Contract
Standard Selective Distribution Contract For Appointing A Distributor

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