Distribution agreement template (US)

Distribution Agreement

This Distribution Agreement is made on Effective Date between Supplier Name, a Supplier Entity Type and State, at Supplier Address ("Supplier"), and Distributor Name, a Distributor Entity Type and State, at Distributor Address ("Distributor").

1. Appointment

Supplier appoints Distributor as its Exclusive or Non-Exclusive distributor to resell the products listed in Exhibit A (the "Products") in Territory (the "Territory") to Customer Channels. Distributor accepts the appointment. Distributor buys and resells the Products in its own name and for its own account.

2. Term

This Agreement starts on the Effective Date and lasts Initial Term. It renews for successive Renewal Term terms unless either party gives written notice of non-renewal at least Non-Renewal Notice Days days before the term ends.

3. Orders and Delivery

Distributor will submit written purchase orders. An order is binding only when Supplier accepts it in writing. Products are delivered Shipping Terms, such as FOB Supplier's Facility, and title and risk of loss pass to Distributor at Point of Transfer. The terms of this Agreement control over conflicting terms in any order or acknowledgment.

4. Prices and Payment

Distributor will pay the prices in Supplier's current distributor price list, which Supplier may change on Price Change Notice Days days' written notice. Distributor will pay each invoice within Payment Days days. Late amounts bear interest at Interest Rate% per month or the highest rate the law allows, whichever is less. Distributor sets its own resale prices.

5. Minimum Purchases

Minimum purchase: Distributor will purchase at least $Minimum Annual Purchase of Products each contract year, or enter $0 for no minimum. If Distributor does not meet a minimum, Supplier may end exclusivity or this Agreement on written notice.

6. Distributor's Duties

Distributor will use reasonable efforts to promote and sell the Products in the Territory, keep adequate inventory, provide first-line customer support, and comply with all laws that apply to its business, including export controls, sanctions, anti-bribery laws and product labeling rules. Distributor will not make warranties or claims about the Products beyond those Supplier provides in writing.

7. Supplier's Duties

Supplier will provide marketing materials, product training and technical support as reasonably requested, and will give Distributor Discontinuation Notice Days days' notice before discontinuing a Product.

8. Trademarks

Supplier grants Distributor a non-exclusive, non-transferable license, during this Agreement, to use Supplier's trademarks only to advertise and sell the Products in the Territory, following Supplier's brand guidelines. Distributor will not register any similar mark or domain name. All goodwill belongs to Supplier.

9. Warranty and Recalls

Supplier warrants to Distributor that the Products will conform to their specifications and be free from defects in materials and workmanship for Warranty Period. Supplier's sole obligation under this warranty is to repair, replace or credit the defective Product. EXCEPT AS STATED HERE, SUPPLIER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The parties will cooperate in any product recall.

10. Indemnity

Supplier will defend and indemnify Distributor against third-party claims that a Product, as supplied, caused bodily injury or property damage because of a defect, or infringes a US patent, copyright or trademark. Distributor will defend and indemnify Supplier against claims arising from Distributor's own statements, negligence or breach of law.

11. Limitation of Liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS, EXCEPT FOR ITS INDEMNITY OBLIGATIONS OR BREACH OF CONFIDENTIALITY.

12. Confidentiality

Each party will keep the other's non-public business information confidential and use it only to perform this Agreement.

13. Termination

Either party may end this Agreement on written notice if the other materially breaches and does not cure within Cure Days days after written notice, or becomes insolvent. After termination, Distributor may sell its remaining inventory for Sell-Off Days days, or Supplier may buy it back at Distributor's net cost. Any state law that requires notice, cause or repurchase on termination of a dealer relationship applies to the extent it cannot be waived.

14. Independent Parties

The parties are independent contractors. Distributor is not Supplier's agent and cannot bind Supplier. The parties intend that this Agreement not be a franchise, and Distributor pays no fee for the right to distribute.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Supplier | Distributor |

| --- | --- |

| Signature: Supplier Signature | Signature: Distributor Signature |

| Name: Supplier Printed Name | Name: Distributor Printed Name |

| Date: Supplier Signing Date | Date: Distributor Signing Date |