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Need help with a Distribution Agreement?
What is a Distribution Agreement?
Distribution agreements, also called wholesale distribution agreements, are contracts between a distributor and manufacturer. They allow the distributor to sell, market, and profit from the sales of a manufacturer’s or wholesaler’s product in bulk. A distribution agreement typically uses the terms and conditions that address territories, exclusivity rights, reporting requirements, and more.
If you need a distribution agreement, you should consider the essential parts, how they work, types of distribution agreements, when to use one, and how to get help drafting one.
Parts of a Distribution Agreement
Parts of a distribution agreement vary according to the transaction type. Both parties must determine if they want to enter into an exclusive or non-exclusive deal first. You should also consider the type of distribution strategy including selective and intensive strategies.
Below is a basic distribution agreement checklist to help you get started:
- Names and addresses of both parties
- Sale terms and conditions
- Contract effective dates
- Marketing and intellectual property rights
- Defects and returns provisions
- Severance terms
- Returned goods credits and costs
- Exclusivity from competing products
- Ownership of product provisions
There may be other parts of a distribution agreement to include in your contract that isn’t listed here. Business lawyers are able to understand your objectives and translate them into a legally binding and enforceable distribution agreement.
How Distribution Agreements Work
The distributor directly sells products to retailers and consumers on behalf of the manufacturer. Instead of the manufacturer paying for the cost of sales, this responsibility falls on the shoulders of a distributor. Profitability from already recognizable and developed products and services is what the distributor is after from the transaction.
The following steps outline how finding and negotiating a distribution agreement works:
- Step 1. Set an appointment with the manufacturer
- Step 2. Negotiate the distribution terms
- Step 3. Review specifics, such as promotional literature
- Step 3. Hire a business lawyer to help you draft the terms
- Step 4. Sign or renegotiate the contract
- Step 5. Begin executing the agreement as contained within provisions
You should also decide which type of distribution agreement you want your company to use. The decision you make will affect critical marketing and legal aspects, which means the decision should be made carefully. Business attorneys are licensed to offer legal advice at every crucial point in the negotiation and contract drafting process.
Here is another article about how distribution agreements work.
Types of Distribution Agreements
The type of distribution agreement to select depends upon the type of transaction in which you are engaging. It’s vital to choose the proper agreement so that it can perform its contractual purpose of protecting both party’s rights.
There are four distribution agreement types including:
- Type 1. Exclusive distribution agreements
- Type 2. Wholesale distribution agreements
- Type 3. Distribution agreements for commissions
- Type 4. Developer distribution agreements
Let’s look closer at each type of distribution agreement below:
Exclusive Distribution Agreement
Exclusive distribution agreements are distribution rights granted between a distributor and supplier company. Both parties agree that the distributor will give exclusivity rights to the supplier to sell certain products or services instead of non-exclusive rights. This strategy creates competitive barriers to participation.
Provisions to consider when drafting distribution agreements include:
- Provision 1. Minimum purchase requirements
- Provision 2. Purchase order cancellations
- Provision 3. Defined geographic locations
- Provision 4. Handling purchase orders and deliveries
- Provision 5. Representations of warranties and guarantees
- Provision 6. Dispute resolution requirements
- Provision 7. Force majeure clauses
Wholesale Distribution Agreement
Wholesale distribution agreements are between a distributor and manufacturer. They define the terms and conditions surrounding distribution within a specific territory. The distributor must sell goods and services as outlined within the wholesale distribution agreement.
Provisions to include in a wholesale distribution agreement include:
- Provision 1. Applicable geographic territory
- Provision 2. Information about the products to be sold
- Provision 3. Prices at which the distributor must sell the products
- Provision 4. Minimum number of sales and purchases
- Provision 5. Non-competition agreements
- Provision 6. Payable royalties and commissions
- Provision 7. How to terminate the agreement
- Provision 8. Responsibilities of handling specific costs and fees
Distribution Agreement for Commissions
Distribution agreements for commissions define a distributor’s compensation from meeting or exceeding manufacturer sales goals. Commissions will vary according to the particulars and value of products sold. These types of agreements provide an excellent way to encourage growth and sales while rewarding channel partners commensurately for their efforts.
Provisions contained with commission distribution agreements include:
- Provision 1. Sales goals that trigger commissions
- Provision 2. Details on commission tiers
- Provision 3. How to facilitate payouts
- Provision 4. Percentage of commissions
- Provision 5. Agreement termination requirements
- Provision 6. Handling disputes and disagreements
- Provision 7. Guarantees and warranties
Image via Pexels by Norma Mortenson
Developer Distribution Agreement
Developer distribution agreements let distributors know how software and application developers want them to distribute the product. They also define the overall relationship between the distributor and developer. It’s essential to draft the formal agreement the first time around to avoid the chance of facing a future dispute.
Examples of developer distributors include:
- Example 1. Google Play Store
- Example 2. Apple Store
- Example 3. Microsoft Store
- Example 4. Oculus Store
- Example 5. Channel Partners
Ensure that you consider the terms and considerations of a developer distribution agreement carefully since they can affect your company’s performance and future. Here’s a page containing an example of a distribution agreement.
Who Needs a Distribution Agreement?
Anyone engaging in the distribution of another company’s product or services needs a distribution agreement. Businesses must use distribution agreements to facilitate clear guidelines among the parties while providing a legal record of the formalized agreement.
The following business types may need distribution agreements:
- Type 1. Wholesalers
- Type 2. Manufacturers
- Type 3. Retailers
- Type 4. Software companies
- Type 5. Beauty products
- Type 6. Clothing and accessories
- Type 7. Electronics
- Type 8. Brands
Ultimately, you can determine if you need a distribution agreement by speaking with lawyers directly. They can also help you establish whether you should have other contracts in place.
Here’s the website for the National Association of Wholesale Distributors for more information.
Drafting or Reviewing Distribution Agreements
Drafting or reviewing distribution agreements is another aspect of the contract writing process. From some parties, it is challenging to determine if the proposed contract is fair, whether you are the author or signer. The most practical way to overcome any doubt is by hiring contract lawyers to help you through the process.
Contract lawyers can help with the following:
- Negotiation of the terms and conditions
- Providing legal advice and professional insight
- Sending emails and letters to both parties
- Acting as a communication hub for all parties
- Explaining the legal terms of the contract
- Drafting and revising the agreement
- Settling disputes between you and your channel partners
- Adding amendments and restatements to your contract
- Representing your contract agreement in arbitration or court if a dispute arises
A distribution agreement is only as good as the language contained within it. If your agreement is unenforceable or illegal in some capacity, these legal mistakes can result in unintended consequences. Instead of leaving your business deal to chance, hire contract lawyers to ensure that your and your company’s rights are protected throughout the process.
Meet some of our Distribution Agreement Lawyers
Attorney Greg Corbin is the founder and principal of Signal Law in Denver, Colorado. A top-rated trial and transactional lawyer with more than seven years of total legal experience, Mr. Corbin provides exceptional counsel and support to clients across the greater Denver metro and surrounding areas who have legal needs involving any of the following: business and corporate law; contracts and agreements; incorporations, partnerships and other entity formation and dissolution services; and ongoing business counsel for emerging and expanding commercial enterprises. Utilizing the latest in cost-saving technologies and advanced automation, Mr. Corbin has established his practice as a modern law firm ready for the future, and he strives to provide the highest level of representation to his clients and help them achieve their goals and the favorable outcomes they seek as efficiently and cost-effectively as possible. He has gained a reputation for his innovative solutions as well as his transparent pricing structure and responsiveness when dealing with his clients. In recognition of his outstanding professionalism and service, Mr. Corbin has earned consistent top rankings and endorsements from his peers as being among the top lawyers in his region for business law and transactions. A 2008 graduate of Kansas State University, Mr. Corbin obtained his Juris Doctor from Boston University School of Law in 2013. The Massachusetts Bar Association admitted him to practice that same year, and the Colorado State Bar Association admitted him in 2015. Mr. Corbin is an active member of the Denver Bar Association and the Colorado State Bar Association, among his other professional affiliations, and he supports his local community through his involvement with Project Worthmore and Biking for Baseball, where he serves on the boards of directors.
The Law Office of David Watson, LLC provides comprehensive and individualized estate-planning services for all stages and phases of life. I listen to your goals and priorities and offer a range of estate-planning services, including trusts, wills, living wills, durable powers of attorney, and other plans to meet your goals. And for convenience and transparency, many estate-planning services are provided at a flat rate.
Experienced contracts and business attorney with years of experience advising entrepreneurs and small businesses. Currently act as general counsel to multiple companies with millions in annual revenue. My specialty is creative legal problem solving with solutions tailored to your business.
My career interests are to practice Transactional Corporate Law, including Business Start Up, and Mergers and Acquisitions, as well as Real Estate Law, Estate Planning Law, and Intellectual Property Law. I am currently licensed in Arizona and Pennsylvania, after having moved to Phoenix in September 2019. I am currently General Counsel for a bioengineering company. I handle everything from their Mergers & Acquisitions, Private Placement Memorandums, and Articles of Amendment to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. I have 4 years experience handling commercial breach of contract cases working with Burton Neil & Associates, P.C. I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, mergers and acquisitions and also trademark registration and licensing.
Atilla Z. Baksay is a Colorado-based attorney practicing transactional and corporate law as well as securities regulation. Atilla represents clients in the negotiation and drafting of transactional (e.g. master service, purchase and sale, license, IP, and SaaS agreements) and corporate (e.g. restricted stock transfers, stock options plans, convertible notes/SAFE/SAFT agreements, bylaws/operating agreements, loan agreements, personal guarantees, and security agreements) contracts, in-house documents (e.g. employment policies, separation agreements, employment/independent contractor/consultant agreements, NDAs, brokerage relationship policies, and office policy memoranda), and digital policies (e.g. terms of service, privacy policies, CCPA notices, and GDPR notices). Atilla also reviews, and issues legal opinions concerning, the security status of digital currencies and assets. Following law school, Atilla practiced international trade law at the Executive Office of the President, Office of the United States Trade Representative, where his practice spanned economic sanctions enacted against goods originating in the People’s Republic of China valued at $500 billion. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. Today, Atilla's practice spans all corporate matters for clients in Colorado and the District of Columbia.
After graduating from The University of Chicago Law School in 2002, Clara spent eight years in private practice representing clients in complex commercial real estate, merger and acquisition, branding, and other transactional matters. Clara then worked as in-house counsel to a large financial services company, handling intellectual property, vendor contracts, technology, privacy, cybersecurity, licensing, marketing, and otherwise supporting general operations. She opened her own practice in September of 2017 and represents hedge funds, financial services companies, and technology companies in a range of transactional matters.
I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! I've worked extensively with intellectual property contracts, and specifically with IT contracts (SaaS, Master Subscriptions Agreements, Terms of Service, Privacy Policies, License Agreements, etc.), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts.