This is a template for a non-exclusive distribution agreement between a manufacturer and a distributor
This Template Distribution Agreement (non-exclusive) is designed to establish a formal relationship between a Manufacturer and a Distributor for the sale of products within a specified territory. The template outlines the non-exclusive rights granted to the Distributor, allowing the Manufacturer to appoint other distributors or sell directly. Key provisions include definitions of terms, the scope of the appointment, the duration of the agreement, terms of sale, pricing, payment terms, and the respective rights and duties of both parties. It also covers product management, intellectual property rights, record-keeping, reporting, and audit requirements. The template includes clauses on termination, confidentiality, limitation of liability, non-solicitation, dispute resolution, and compliance with laws. Additionally, it addresses force majeure events, third-party rights, governing laws, and jurisdiction. This template ensures that both parties understand their obligations and the terms under which they will operate, providing a clear framework for their business relationship. It is important to note that this document is a template and should be customised to fit the specific needs and circumstances of the parties- for more information please read our Templates Guide.
Non-Exclusive Distributorship:
The non-exclusive distributorship template means that the Distributor is granted the right to sell the Manufacturer's Products within a specified Territory, but this right is not exclusive. This allows the Manufacturer to:
The effect of this arrangement is that the Distributor does not have a monopoly on the distribution of the Products in the Territory, potentially leading to competition from other distributors or the Manufacturer itself. This can influence the Distributor's market strategy and sales efforts, as they must compete to maintain their market share.
Key Provisions of the Non-Exclusive Distribution Agreement Template:
Definitions: Key terms such as "Active Sales," "Affiliate," "Business Day," "Confidential Information," "Effective Date," "Good Industry Practice," "Passive Sales," "Price," "Product," "Term," "Terms of Sale," "Territory," "Trade Marks," "VABEO," "VAT," and "Year" are defined.
Appointment and Scope: The Manufacturer grants the Distributor a non-exclusive right to sell the Products in the Territory, retaining the right to appoint other distributors or sell directly.
Term: The agreement starts on the Effective Date and continues for an initial period, automatically renewing unless terminated as specified.
Terms of Sale: The supply of Products is subject to the Manufacturer's standard terms of sale, which may be modified with notice.
Prices and Payment: Prices are exclusive of VAT and may be reviewed by the Manufacturer. Payment terms and interest on late payments are specified.
Rights and Duties of the Manufacturer: Obligations include supplying Products, providing training, marketing, and notifying the Distributor of any changes to the Products.
Rights and Duties of the Distributor: Obligations include marketing and selling the Products, maintaining inventories, complying with Good Industry Practice, and providing necessary information and assistance.
Product Management: The Distributor must obtain necessary approvals, comply with Manufacturer's standards, report complaints, and assist with product recalls.
Use of Intellectual Property Rights: The Manufacturer grants a non-exclusive license to use Trade Marks, with specific obligations on the Distributor regarding their use and protection.
Records, Reporting, and Audits: The Distributor must maintain records of purchases and sales, provide forecasting data, and allow the Manufacturer to inspect records.
Termination: The agreement can be terminated for material breach, non-payment, insolvency, or other specified events, with post-termination obligations outlined.
Confidentiality: Both parties must keep Confidential Information secure and return or destroy it upon termination, with restrictions on public announcements.
Limitation of Liability: The Manufacturer's liability is capped, with exclusions for consequential losses and specific carve-outs for non-excludable liabilities.
Non-solicitation: The Distributor is restricted from soliciting the Manufacturer's employees for a specified period post-termination.
Dispute Resolution: Disputes are to be resolved through internal escalation, with specified timeframes for resolution.
Entire Agreement: The agreement constitutes the entire agreement between the parties, superseding previous agreements and excluding liability for misrepresentation.
Notices: Specifies how notices should be delivered and when they are deemed received, including provisions for email notices.
Conflicts within Agreement: In case of conflict, the terms of the main body of the agreement prevail over the schedules.
Variation: Any variation to the agreement must be in writing and signed by both parties.
Assignment: The Distributor cannot assign or subcontract rights or obligations without the Manufacturer's consent, with provisions for subcontracting to Affiliates.
No Partnership or Agency: The Distributor acts as an independent contractor, not as an agent or employee of the Manufacturer.
Severance: If any provision is found to be illegal, invalid, or unenforceable, the rest of the agreement remains valid.
Waiver: Failure to exercise any right under the agreement does not constitute a waiver of that right.
Compliance with Laws: Both parties must comply with applicable laws, including anti-bribery, anti-slavery, and data protection laws.
Force Majeure: Neither party is liable for failure or delay in performance due to events beyond their control, with provisions for termination if such events continue.
Third Party Rights: Third parties do not have rights to enforce any provisions of the agreement unless expressly provided.
Governing Laws and Jurisdiction: The agreement is governed by the laws of England and Wales, with disputes subject to the jurisdiction of the courts of England and Wales.
This template is supplied subject to our Terms of Sale
Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document.
All templates and other documents downloaded from this website are subject to our Terms of Sale.
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