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Distribution Agreement for the United States

Distribution Agreement Template for United States

A Distribution Agreement is a legally binding contract under U.S. law that establishes the terms and conditions under which a supplier permits a distributor to sell and distribute its products within a specified territory. The agreement typically covers crucial aspects such as territory rights, pricing structures, minimum purchase requirements, intellectual property usage, and quality control standards. It ensures compliance with federal and state regulations, including antitrust laws, while protecting both parties' interests through clear definition of rights, obligations, and termination conditions.

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What is a Distribution Agreement?

The Distribution Agreement serves as a cornerstone document for businesses looking to expand their market reach through third-party distributors. This contract type is essential for companies operating under U.S. jurisdiction who want to establish clear guidelines for product distribution while maintaining brand control and market presence. The agreement typically addresses key commercial aspects including territorial rights, performance metrics, pricing structures, and compliance requirements. It's particularly important in regulated industries where specific federal and state laws must be considered, such as antitrust regulations, franchise laws, and industry-specific requirements. The Distribution Agreement helps prevent future disputes by clearly defining each party's rights and obligations, making it an essential tool for businesses expanding their distribution networks.

What sections should be included in a Distribution Agreement?

1. Parties: Identification and details of the distributor and supplier

2. Background/Recitals: Context of the agreement and basic commercial understanding

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of distribution rights and geographical limitations

5. Rights and Obligations: Core responsibilities of both parties

6. Term and Termination: Duration and conditions for ending the agreement

7. Pricing and Payment: Commercial terms including payment schedules

8. Intellectual Property: Usage rights and restrictions regarding trademarks/patents

9. Governing Law: Applicable jurisdiction and dispute resolution

What sections are optional to include in a Distribution Agreement?

1. Minimum Purchase Requirements: Specific quotas or targets for minimum sales volumes

2. Marketing Obligations: Promotional requirements and restrictions for product marketing

3. Training Requirements: Staff training obligations for technical or complex products

4. Post-Termination Obligations: Specific duties and wind-down procedures after agreement ends

What schedules should be included in a Distribution Agreement?

1. Product Schedule: List of products covered by the agreement

2. Territory Map: Detailed definition of geographical territory

3. Price List: Current pricing structure and terms

4. Service Level Agreement: Performance metrics and standards

5. Marketing Guidelines: Brand usage and promotional requirements

6. Quality Control Standards: Product handling and storage requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Clauses




































Industries

Sherman Antitrust Act: Federal law that prohibits monopolistic business practices and protects competition in distribution relationships

Clayton Act: Federal antitrust law that supplements the Sherman Act, addressing specific practices not explicitly covered in the Sherman Act

Robinson-Patman Act: Federal law that prohibits price discrimination between different purchasers of similar goods

Federal Trade Commission Act: Federal law that prohibits unfair methods of competition and deceptive practices in commerce

Uniform Commercial Code (UCC): Comprehensive set of laws governing commercial transactions, particularly Article 2 on Sales which is crucial for distribution agreements

Magnuson-Moss Warranty Act: Federal law governing warranties on consumer products, important if the distribution agreement involves consumer goods

Lanham Act: Federal trademark law protecting intellectual property rights in distribution relationships

State Antitrust Laws: State-specific regulations governing competition and monopolistic practices, which may be stricter than federal laws

State Franchise Laws: State-specific regulations that may classify certain distribution relationships as franchises, requiring additional compliance

State Dealer Protection Laws: State-specific laws providing rights and protections to dealers and distributors, particularly in termination situations

FDA Regulations: Federal regulations governing the distribution of food, beverages, and medical devices

FCC Regulations: Federal regulations governing the distribution of electronics and telecommunications equipment

CISG: UN Convention on Contracts for International Sale of Goods, applicable to international distribution agreements unless explicitly excluded

Foreign Corrupt Practices Act: Federal law prohibiting the bribery of foreign officials to obtain or retain business in international distribution

Export/Import Regulations: Federal laws governing the international movement of goods, including export controls and import duties

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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