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Exclusive Distribution Agreement

Our Price:  $40.00(Exc. 20% VAT)

Both standard and long-form exclusive distribution agreements are included in this pack.


In an exclusive distribution agreement, the supplier appoints the distributor as its only distributor in a particular marketplace. The supplier agrees not to distribute the products in the market or appoint any third party to distribute the products in the market. The supplier will usually want something in exchange for the grant of exclusivity. The quid pro quo may take the form of minimum purchasing commitments or other performance-related obligations.

This pack contains two templates:

  • exclusive distribution agreement (standard-form); and
  • exclusive distribution agreement (long-form).

Exclusive distribution agreements are sometimes called "sole distribution agreements". However, this can be misleading: a grant of sole distribution rights is sometimes taken to mean that the supplier retains the right to distribute the products in the territory, albeit forfeiting the right to appoint any third parties to do so.

Note: exclusivity provisions may be subject to competition law and restraints of trade laws in many jurisdictions. You will need to ensure that the exclusivity provisions you include are not illegal or unenforceable under any applicable laws.

These precedent agreements are 21 and 28 pages long, are in MS Word (.docx) format, and will automatically be made available for you to download immediately following purchase.

How do the templates deal with the transfer of ownership of the products? Do they use the Incoterms definitions?

The distribution agreement templates incorporate two different sets of short-form provisions covering the transfer of title (and risk) in the products. One of these sets of provisions is similar, but not identical, to the EX WORKS terms under Incoterms 2000. The other is specifies that the supplier is responsible for shipping. Alternatively, you can incorporate your standard delivery T&Cs into the agreements.

Do the templates include a product liability indemnity?

Yes. Both variants include  an optional indemnity protecting the distributor in the case of a product liability claim. The indemnity may be made subject to the distributor's co-operation in relation to any claim.

Could these precedents be used for the distribution of software?

They are designed for product distribution. Insofar as the software being distributed constitutes a product under applicable law, then they would represent a reasonable starting point. For instance, they might be appropriate in relation to the distribution of packaged software. However, they do not include licensing terms (you will also need a EULA) and are not a good starting point where the software distribution constitutes the supply of a service.

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