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A distribution agreement is one under which a supplier or manufacturer of goods agrees that an independent third party will market the goods. The distributor buys the goods on their own account and trades under their own name.
It is a provision in a contract that limits one party's ability to engage in similar business arrangements with other parties. This clause is typically included in agreements where the exclusivity of a relationship is essential for its success.
Distribution is exclusive when only certain retailers are given the option of carrying a product in its store. Exclusive distribution is an agreement between a supplier and a retailer granting the retailer exclusive rights within a specific geographical area to carry the supplier's product.
However, a distribution agreement includes some risks and challenges, such as the potential for conflicts of interest, competition, or liability issues. This is why distribution agreements should be clear and comprehensive and leave no room for doubt or misunderstanding.
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.
An exclusivity clause grants exclusive distribution rights, exclusive licenses and other exclusive rights. It can also be an obligation to purchase all of a party's requirements for a product or service from the other party and prohibitions against selling products or services to competitors.
In an exclusive agreement, the specified distributor will be the sole distributor with the right to sell the product within a particular geographic region or within multiple regions. If the arrangement is nonexclusive, the manufacturer or vendor may supply other distributors, sometimes competing in the same market.
An exclusive distribution clause prevents the supplier from forming other distribution contracts in a given market or territory. This gives the distributor the exclusive right to sell the products in that region. Exclusivity might be provided contingent on the distributor's performance.