Exclusive Distributor Agreement
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At a Glance
Exclusive Distributor Agreement Template
This Exclusive Distributor Agreement Template is designed for manufacturers and principals who wish to appoint a distributor with exclusive rights in a defined territory. It lays out the roles, obligations, and protections for both sides in such an arrangement.
When a Principal appoints the Distributor as exclusive overseas Distributor for the territory. Distributor to hold adequate stocks to service demand. All orders to be referred to the distributor. Principal to arrange freight and insurance.
The Distributor sends payment to principal in AUD. Principal may terminate exclusivity if sufficient sales are not achieved. Distributor to report full information to the Principal re market conditions, sales make, stock and inventory, and to enable it to ensure that the Products meet local regulations relating to safety, labelling etc. Includes confidentiality 5 year restraint of trade clause. Schedule of products annexed.
Appointment & Territory
The agreement grants the distributor sole distribution rights within a specified territory. During the term, no other distributors or direct sales may be permitted in that territory, giving the distributor market assurance.
Supply, Orders & Performance
The principal agrees to supply products as ordered (subject to capacity and availability). The distributor commits to meeting minimum purchase obligations, and performance metrics help enforce sales targets and forecast accuracy.
Pricing, Payment & Delivery
Pricing will be determined under agreed terms (ex-works, CIF, etc.). Payment terms, currency, and credit provisions are defined. Delivery responsibilities, risk passage, and quality control rules are also covered to protect both parties.
Distributor’s Duties
The distributor must actively market and promote the products, maintain adequate inventory, comply with brand and sales guidelines, and avoid sale or marketing of competing products in the territory.
Intellectual Property & Confidentiality
All IP (trademarks, patents, designs) remains with the principal. The distributor may be licensed to use them under strict terms. Confidential business information must be kept secure both during and after the agreement.
Termination & Force Majeure
Either party may terminate for cause (e.g. breach, insolvency) with notice. Provisions for automatic termination or suspension due to force majeure events (e.g. natural disasters, trade restrictions) are included to allocate risk.
Dispute Resolution & Governing Law
Any disputes will be resolved via arbitration or as defined in the relevant jurisdiction. Notices, assignment rules, and severability clauses govern how the agreement is administered over time.
This template is especially useful for those wanting a legally sound exclusive distribution relationship — where the distributor is assured exclusivity but still held to performance, while the principal retains control over supply, brand, and legal safeguards.
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