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Distribution agreement template

Distribution agreement: A distribution agreement appoints a distributor to buy a supplier’s products and resell them in a territory, often with exclusivity and sales targets.

Last reviewed 6 November 2026 · 7 clauses · General guidance, not legal advice

Upload yours for a review and e-signature, or save it as a team template.

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When to use a distribution agreement

  • Entering a new country through a local partner
  • Appointing wholesalers for a region
  • Exclusive distribution of a product line

Distribution agreement template: clause-by-clause outline

Sample starting wording for each clause. Replace the text in [brackets] with your details.

  1. Appointment

    The Supplier appoints the Distributor as its [exclusive / non-exclusive] distributor of the Products in [territory].

  2. Purchase and resale

    The Distributor buys Products from the Supplier and resells them in its own name and at its own risk.

  3. Minimum targets

    The Distributor will purchase at least [quantity or value] per year. If it does not, the Supplier may end exclusivity.

  4. Marketing

    The Distributor will promote the Products using the Supplier’s brand guidelines.

  5. Trade marks

    The Distributor may use the Supplier’s trade marks only to sell the Products in the territory.

  6. Competition law

    Nothing in this Agreement restricts the Distributor’s freedom to set resale prices.

  7. Termination

    Either party may end this Agreement on [6] months’ notice. On termination, stock may be [bought back / sold off within 3 months].

What to check before you sign

  • Does the agreement comply with competition law (resale prices, territorial restrictions)?
  • Are minimum targets realistic?
  • Do local laws give distributors compensation on termination?

How to send a distribution agreement for e-signature

  1. Draft or upload it. Use the outline above with your own wording, upload an existing document, or save it as your organisation’s template.
  2. Check it against your playbook. Points outside your positions are flagged, and approval rules route it to Legal when needed.
  3. Send it by email. Signers get a plain-language review and a secure link, sign on any device in the order you set, and can suggest changes as tracked changes.
  4. Keep the signed PDF. Everyone receives it with a certificate of completion, and key dates go to Upcoming with reminders.

Distribution agreement template: frequently asked questions

What is the difference between a distributor and an agent?

A distributor buys and resells products in its own name. An agent sells on the principal’s behalf and earns commission.

Can I set the distributor’s resale price?

Generally no. Fixing resale prices is restricted under competition law in many countries; recommended prices are usually fine.

Is an electronically signed distribution agreement legally binding?

In most countries, yes. E-signatures are recognised for commercial contracts under laws such as the ESIGN Act (US), eIDAS (EU), the Electronic Communications Act (UK) and the Information Technology Act (India). econtracts.ai adds a certificate of completion with each signer’s identity check and a fingerprint of the signed content.

Can I get a distribution agreement I received reviewed?

Yes. Upload it to econtracts.ai and you get a plain-language review: key dates, money and points to check, each quoting the clause it comes from.

Related contract templates

Reseller agreement templateReseller agreementAgency agreement templateCommercial agency agreementSupply agreement templateSupply agreement

This outline is a starting point for discussion, not legal advice, and it is not a complete contract. Laws differ by country and sector; have a qualified lawyer review contracts that matter.