Sample of Exclusive Distributor Agreement

If you are a business owner looking to establish an exclusive distributorship agreement with another company, then it is important to have a clear understanding of the legal documents involved. One such document is the Exclusive Distributor Agreement (EDA).

An EDA is a legal contract between the manufacturer or supplier of a product and the exclusive distributor, granting the latter sole rights to distribute that product in a particular geographic region or market. This allows the distributor to sell the product without any competition, thereby increasing its revenue and market share.

Here’s a sample of an exclusive distributor agreement:

1. Scope and Territory

The EDA should specify the geographic region or market in which the distributor has exclusive rights to sell the product. This section should also detail the scope of the agreement, including the kinds of products covered, the distribution channels, the duration of the agreement, and any renewal options.

2. Obligations of the Distributor

The EDA should outline the distributor’s duties and obligations, such as marketing and promoting the product, maintaining an ample inventory, ensuring timely delivery, and providing customer service and technical support.

3. Obligations of the Supplier

The EDA should also specify the supplier’s duties and obligations, such as providing the necessary technical information, training and support, and maintaining the quality and consistency of the product.

4. Pricing and Payment Terms

The EDA should include the pricing and payment terms, such as the method of payment, currency, invoicing, and discounts. This section should also specify the consequences of late or non-payment, as well as any penalties or interest.

5. Intellectual Property

The EDA should address any issues related to intellectual property, such as trademarks, patents, and copyrights. This section should also state the measures that both parties will take to protect the intellectual property of the product.

6. Confidentiality

The EDA should include provisions for keeping any confidential information shared between the parties private. This includes trade secrets, confidential customer data, and other sensitive information.

7. Termination

The EDA should outline the conditions for terminating the agreement, including the procedures for giving notice and resolving any outstanding issues. This section should also specify the consequences of early termination, such as compensation or penalties.

In conclusion, an EDA is an essential document for establishing and maintaining an exclusive distributorship agreement. It clarifies the respective roles and obligations of both parties, protects their interests, and ensures a productive and mutually beneficial partnership. As such, it is recommended to have an experienced attorney draft or review this document before signing.

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