Distributor Agreement Template
Sample Template
Distributor Agreement
This Distributor Agreement ("Agreement") is made and entered into as of [DATE] by and between:
[DISTRIBUTOR NAME] ("Distributor"), a company organized and existing under the laws of [DISTRIBUTOR JURISDICTION], with its principal place of business at [DISTRIBUTOR ADDRESS]; and
[PRINCIPAL NAME] ("Principal"), a company organized and existing under the laws of [PRINCIPAL JURISDICTION], with its principal place of business at [PRINCIPAL ADDRESS].
WHEREAS, Principal desires to appoint Distributor as its exclusive distributor in [TERRITORY] (the "Territory") for the sale and distribution of [PRODUCTS] (the "Products"); and
WHEREAS, Distributor desires to be appointed as the exclusive distributor of the Products in the Territory.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Appointment of Distributor
Principal hereby appoints Distributor as its exclusive distributor for the sale and distribution of the Products in the Territory. Distributor accepts such appointment.
2. Territory
The exclusive distribution rights granted to Distributor under this Agreement shall extend to the following territory: [DEFINE TERRITORY CLEARLY, e.g., "the Republic of Singapore"].
3. Products
The Products covered by this Agreement shall include, but not be limited to: [LIST SPECIFIC PRODUCTS OR PROVIDE A GENERAL DESCRIPTION, e.g., "all products currently manufactured and sold by Principal, as may be amended from time to time in writing by Principal"].
4. Sales and Marketing Efforts
Distributor shall use its best efforts to promote the sale of the Products in the Territory, including but not limited to:
Establishing and maintaining a professional sales force in the Territory.
Developing and implementing effective marketing and sales programs.
Participating in relevant trade shows and exhibitions.
Providing customer service and technical support to customers in the Territory.
Maintaining adequate inventory levels of the Products.
5. Orders and Deliveries
Distributor shall submit all orders for the Products to Principal in accordance with Principal's standard order procedures.
Principal shall use commercially reasonable efforts to fulfill all orders received from Distributor in accordance with the terms of this Agreement.
Delivery of the Products shall be made [SPECIFY DELIVERY TERMS, e.g., "FOB Principal's factory," "CIF Distributor's warehouse"].
Risk of loss for the Products shall pass to Distributor upon delivery to the carrier.
6. Pricing
Principal shall provide Distributor with a current price list for the Products.
Principal reserves the right to adjust the prices of the Products from time to time upon written notice to Distributor.
7. Sales Targets
Distributor shall use commercially reasonable efforts to achieve the following minimum annual sales targets: [SPECIFY SALES TARGETS].
Principal may adjust the sales targets from time to time upon written notice to Distributor.
8. Marketing and Sales Materials
Principal shall provide Distributor with adequate supplies of marketing and sales materials, including but not limited to: brochures, catalogs, and price lists.
Distributor shall use such materials in accordance with Principal's instructions.
9. Intellectual Property
Distributor acknowledges that all intellectual property rights in and to the Products and all related trademarks, logos, and other brand identifiers are owned by Principal or its licensors.
Distributor shall not use any of Principal's intellectual property rights without Principal's prior written consent.
10. Warranty and Indemnity
Principal shall warrant that the Products will be free from defects in materials and workmanship for a period of [WARRANTY PERIOD].
Distributor shall indemnify and hold harmless Principal from and against any and all claims, losses, damages, liabilities, and expenses arising from or relating to:
Distributor's breach of this Agreement;
Distributor's negligence or willful misconduct;
Distributor's use of Principal's intellectual property rights in violation of this Agreement;
Any claims made by third parties arising from the sale or distribution of the Products in the Territory.
11. Confidentiality
Distributor shall hold in strict confidence all confidential information received from Principal, including but not limited to: pricing information, marketing plans, and customer lists.
Distributor shall not disclose any confidential information to any third party without Principal's prior written consent.
12. Termination
This Agreement may be terminated by either party upon [NOTICE PERIOD] written notice to the other party for any of the following reasons:
Material breach of this Agreement by the other party (curable within [TIME PERIOD] after written notice of such breach);
Insolvency or bankruptcy of the other party;
Termination of this Agreement by mutual written consent of the parties.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Singapore.
14. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, and agreements, whether oral or written.
15. Severability
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
16. Notices
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by
16. Notices (continued)
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or by reputable overnight courier service, to the following addresses:
If to Principal: [PRINCIPAL ADDRESS]
If to Distributor: [DISTRIBUTOR ADDRESS]
or to such other address as either party may designate in writing from time to time.
17. Independent Contractor
Distributor is an independent contractor and not an employee or agent of Principal. Distributor shall be solely responsible for its own taxes, insurance, and other expenses.
18. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to: acts of God, war, fire, flood, earthquake, labor disputes, and government regulations.
19. Amendments
This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both parties.
20. Waiver
No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or any other provision.
21. Assignment
Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Principal may assign this Agreement to its wholly-owned subsidiaries.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[PRINCIPAL NAME]
By: [AUTHORIZED SIGNATORY NAME]
Title: [AUTHORIZED SIGNATORY TITLE]
[DISTRIBUTOR NAME]
By: [AUTHORIZED SIGNATORY NAME]
Title: [AUTHORIZED SIGNATORY TITLE]
Please Note:
This template may require modifications based on the specific circumstances of your distribution arrangement.
How Bestar can Help
Distributor Agreement Template
Bestar can provide a wide range of valuable services depending on your specific needs. Here's a breakdown of how we can help:
1. Legal Advice and Guidance:
Understanding Your Rights and Obligations: Bestar can explain complex legal concepts and laws in an understandable way, ensuring you know your rights and responsibilities in any given situation.
Risk Assessment and Mitigation: We can help you identify potential legal risks and advise on strategies to minimize or avoid them altogether.
Strategic Decision-Making: When facing legal challenges or making important business decisions, Bestar can provide objective professional analysis to help you make informed choices.
2. Legal Document Drafting and Review:
Contracts: Bestar can draft, review, and negotiate contracts such as employment agreements, leases, sales contracts, and more, ensuring they protect your interests.
Wills and Trusts: We can assist in estate planning by drafting wills, trusts, and other estate documents.
Other Legal Documents: This can include anything from incorporation documents to loan agreements to intellectual property filings.
3. Compliance and Risk Management:
Regulatory Compliance: Bestar can help you understand and comply with relevant laws and regulations, such as those related to employment, environmental protection, or data privacy.
Internal Investigations: We can conduct internal investigations into potential professional or ethical misconduct within your organization.
When to Seek Bestar:
Before entering into any significant contract or agreement.
When making important business decisions with legal implications.
To ensure compliance with relevant laws and regulations.
Comments