Distribution Agreement (US) with Legal Review & Advice

Description

Key Provisions

1. Parties and Definitions:
   • Identifies the supplier and distributor with their respective jurisdictions and business types (e.g., corporation or LLC).
   • Defines critical terms, including “Products,” “Territory,” “Confidential Information,” and “Minimum Purchase Requirements.”
2. Distributor Appointment:
   • Details whether the distributorship is exclusive or non-exclusive.
   • Includes restrictions on handling competing products.
3. Term and Termination:
   • Specifies the initial term, renewal conditions, and grounds for termination (e.g., breach, insolvency, convenience).
   • Describes the effects of termination, such as handling intellectual property and unpaid obligations.
4. Obligations:
   • Distributor: Responsibilities include promotion, compliance with laws, reporting, meeting purchase requirements, and proper product handling.
   • Supplier: Responsibilities include supplying products, providing support and training, and maintaining intellectual property ownership.
5. Pricing and Payment:
   • Covers product pricing, payment terms, taxes, and penalties for late payments.
6. Confidentiality and Intellectual Property:
   • Protects sensitive business information and ensures the supplier retains ownership of trademarks and copyrights.
7. Dispute Resolution:
   • Specifies governing law, processes for resolving disputes (e.g., mediation or arbitration), and jurisdiction for legal proceedings.
8. General Provisions:
   • Includes clauses on force majeure, amendments, notices, severability, survival of specific obligations, and no waiver of rights.
9. Schedules:
   • Appendices provide additional details, such as product lists, territory descriptions, minimum purchase requirements, reporting obligations, and pricing.

This template and any associated drafting tips and instructions are for guidance purposes only. It is recommended that both parties seek independent legal advice to ensure the Agreement meets their specific needs.