Sales Template
Free Distribution Agreement Template
A distribution agreement authorises a distributor to sell products in a defined territory.
Template
Copy this markdown, replace the {{variables}}, and send via API.
# Distribution Agreement
**Manufacturer:** {{manufacturerName}}
**Distributor:** {{distributorName}}
**Date:** {{date}}
## Products
{{productList}}
## Territory
{{territory}}
## Pricing
{{pricingTerms}}
## Minimum Orders
{{minimumOrderRequirements}}
## Exclusivity
{{exclusivityTerms}}
## Term
{{termLength}}Send for e-signature
curl -X POST https://signb.ee/api/send \
-H "Authorization: Bearer YOUR_API_KEY" \
-H "Content-Type: application/json" \
-d '{
"content": "YOUR_RENDERED_MARKDOWN",
"senderName": "Your Name",
"senderEmail": "you@company.com",
"recipientName": "Recipient",
"recipientEmail": "recipient@email.com"
}'What happens next
- Signbee converts the markdown to a professional PDF
- Recipient gets an email with a signing link
- Both parties sign with an animated handwriting signature
- Both receive the signed PDF with a SHA-256 certificate
All signatures are legally binding under the ESIGN Act, eIDAS, and ECA.
More details
A distribution agreement is the contract between a manufacturer (or brand owner) and a distributor who will sell their products in a defined territory. It governs pricing, exclusivity, minimum orders, marketing obligations, and the terms under which the relationship can be terminated.
Exclusive vs non-exclusive distribution: - Exclusive: The distributor is the sole authorised seller in the territory. The manufacturer cannot sell directly or appoint other distributors. Higher commitment from both parties. - Non-exclusive: Multiple distributors can sell in the same territory. Lower risk for the manufacturer but less motivation for distributors to invest in marketing. - Sole distribution: The manufacturer appoints one distributor but retains the right to sell directly. A middle ground.
Key clauses to negotiate: 1. Territory — Geographic boundaries must be precise. 'Europe' is too broad; 'United Kingdom and Republic of Ireland' is specific. Define whether online sales outside the territory are permitted. 2. Minimum purchase commitments — The distributor must buy a minimum quantity per quarter or year. Protects the manufacturer from appointing a distributor who doesn't actively sell. Include consequences for missing minimums (loss of exclusivity, termination right). 3. Pricing and margins — Wholesale price, recommended retail price, and whether the distributor can discount. Manufacturers often set minimum advertised prices (MAP) to protect brand positioning. 4. Marketing obligations — Who funds marketing? Shared budgets (co-op marketing) are common. Specify minimum marketing spend or activities (trade shows, local advertising, digital campaigns). 5. Inventory and returns — Minimum stock levels, lead times for orders, and the policy for unsold or defective inventory. Who bears the cost of damaged goods in transit? 6. IP and branding — How the distributor may use the manufacturer's trademarks, logos, and marketing materials. Approval processes for local adaptations. 7. Termination — Notice period (typically 6-12 months for exclusive agreements), grounds for immediate termination (insolvency, breach, change of control), and what happens to existing inventory after termination. 8. Post-termination stock — Can the distributor sell remaining inventory after termination? For how long? At what price?
International distribution adds complexity: import duties, local regulations, product compliance certifications, labelling requirements, and currency risk. Address these in the agreement or in a separate compliance schedule.
Frequently asked questions
What is the difference between a distributor and a reseller?
A distributor typically buys in bulk, holds inventory, and serves a defined territory. A reseller may buy smaller quantities and sell without territorial restrictions. Distribution agreements usually include exclusivity, minimum orders, and marketing obligations that reseller agreements don't.
Should distribution agreements be exclusive?
It depends on your market strategy. Exclusive distribution gives the distributor strong incentive to invest in your brand but limits your reach. Non-exclusive allows broader coverage but less distributor commitment. Use exclusive for premium products and non-exclusive for commodity markets.
Can distribution agreements be signed electronically?
Yes. Distribution agreements are valid with electronic signatures under ESIGN (US), eIDAS (EU), and ECA (UK). E-signing is especially useful for international distribution where parties are in different countries.
Related resources
Send this template for signing — free, no credit card.