This International Distribution Agreement is an agreement between a manufacturer and
an international distributor outlining terms such as their respective responsibilities about
manufacturing, distribution, ownership and title to products and other intellectual
property rights, minimum performance standards, product liability and recall, and
restrictive covenants such as non-disclosure and non-competition. This document
contains standard language used in this type of agreement; however, the parties may
add additional terms and conditions, making it fully customizable to suit the contracting
parties’ unique needs. Use this form if one is an manufacturer wanting to enter into an
arrangement with an international distributor so that the manufacturer's goods will be
distributed in a respective territory.
INTERNATIONAL DISTRIBUTION AGREEMENT
This International Distribution Agreement (hereinafter “the Agreement”) is entered into and
effective as of [insert date] by and between by and between the following parties:
[Insert Name of Manufacturer] (hereinafter “Manufacturer”) with a principal business address of
_________________________; and
[Insert Name of Distributor] (hereinafter “Distributor”) with a principal business address of
_______________________ _______ ____,collectively referred to as the “Parties.”
WHEREAS, Manufacturer manufactures ______________________________________ [insert
what the Manufacturer manufactures];
WHEREAS, Distributor desires the right to distribute such products in
__________________________________ [mention the territories where the Distributor will
distribute the products];
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein
contained, and intending to be legally bound hereby, the Parties mutually agree as follows:
I. PRODUCTS AND TERRITORY
1.1 Appointment. Subject to the terms and conditions of this Agreement, Manufacturer
hereby appoints Distributor on an [non]exclusive basis as its [sole] distributor in the Territory (as
defined below) for the sale of the products listed in Exhibit A (the “Products”) during the term
of this Agreement.
1.2 Territory. Manufacturer is appointing Distributor hereunder with respect to the resale of
Products to any purchasers in ________________________________________________ (the
“Territory”).
1.3 Activities outside the Territory. Distributor shall refrain from establishing or
maintaining any branch, warehouse or distribution facility for the Products outside of the
Territory. Distributor shall not indulge in marketing or advertising the Product and solicit or
accept orders from any prospective purchaser with its principal place of business located outside
the Territory.
1.4 Requests from outside the Territory. If Distributor receives any order or interest in
any order from a prospective purchaser whose principal place of business is located outside the
Territory, Distributor shall immediately pass that order to Manufacturer. Distributor shall not
accept any such orders.
1.5 Expansion of Products and Territory. Manufacturer reserves the right, in its sole
discretion, at any time upon ___ days prior written notice to Distributor, to increase or decrease
in any manner the Products. Manufacturer also reserves the right, in its sole discretion, at any
time upon ___ days prior written notice to Distributor, to increase or decrease in any manner the
Territory, as defined in this Agreement.
II. PRICES AND PAYMENT
2.1 Ordering. Distributor shall submit a written purchase order to order Products from
Manufacturer by identifying the Products ordered, requested delivery date(s) and any
export/import information required to enable Manufacturer to fill the order. All orders for
Products are subject to acceptance by Manufacturer. Manufacturer does not have the obligation
or liability to Distributor with respect to purchase orders which are not accepted; provided,
however, that Manufacturer will not unreasonably reject any purchase order for Products that
meets the requirements of this Section 2(a) and that does not request any modifications or
additions to the Products.
2.2 Pricing by Manufacturer. If a purchase order is accepted in accordance with Section
2(a) above, the prices for Products covered by such purchase order shall be in U.S. dollars in
accordance with the Product and Price List set forth in Exhibit A which may be amended from
time to time by Manufacturer, such change being effective immediately upon Distributor’s
receipt of notice thereof; provided, however, that no price change shall affect purchase orders
offered by Distributor and accepted by Manufacturer prior to the date such price change becomes
effective.
2.3 Pricing by Distributor. Distributor reserves the right to establish its own pricing for
Products sold. Distributor shall notify Manufacturer of its pricing, as in effect from time to time.
2.4 Limitations. The ultimate shipment of orders to Distributor shall be subject to the right
and ability of Manufacturer to make such sales and obtain required licenses and permits, under
all decrees, statutes, rules and regulations of the government of the United States and agencies
thereof presently in effect or which may be in effect hereafter.
2.5 Distributor Representations. Distributor hereby agrees: (i) to assist Manufacturer in
obtaining any required licenses or permits or complying with any other regulatory requirements
in the Territory by providing all reasonably requested support, including but not limited to
supplying such docu