A distribution agreement is a contract between a supplier and a distributor that sets forth the terms and conditions for the distributor to market and sell the supplier’s products within a specific territory.

Main sections:

• Definitions
• Background and purpose
• Appointment
• Relationship of the parties
• Prices
• Payment
• Delivery terms
• Packing
• Term and termination
• Confidentiality
• Intellectual property rights
• Non-solicitation
• Force majeure
• Amendments and assignment, No waiver and severability, Entire agreement, Prevailing language
• Governing law and Dispute resolution

Optional sections:

• Ownership of the products
• Supplier’s obligations
• Distributor’s obligations
• Warranty
• Indemnification
• Limitation of liability
• Non-competition
• Data protection and anti-bribery
• Notices

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