Distribution Agreements

Summary

A distribution agreement is a contract between a supplier (manufacturer or brand owner) and a distributor. It should clearly set out how the distributor buys, markets, and resells the supplier’s products within a defined territory or market segment. A well drafted distribution agreement is essential for both parties, providing clarity on pricing, exclusivity, marketing responsibilities, and termination rights. Before entering into an agreement, due diligence is also vital, whether you’re a manufacturer or brand owner expanding into new markets, or a distributor negotiating fair and secure terms. Our commercial solicitors act for both suppliers and distributors, advising UK and international clients across industries including retail, food and drink, technology, and manufacturing. We help you structure, negotiate, and enforce agreements that are commercially effective and legally sound. * Drafting bespoke distribution agreements tailored to your business and market strategy. * Reviewing and negotiating existing contracts before signature. * Advising on termination, breach, and enforcement. * Resolving distribution disputes, including termination claims and breach of exclusivity.

Key information

• •Drafting bespoke distribution agreements tailored to your business and market strategy.
• •Reviewing and negotiating existing contracts before signature.
• •Advising on termination, breach, and enforcement.
• •Resolving distribution disputes, including termination claims and breach of exclusivity issues.
• •Exclusive distribution – only one distributor is appointed in a defined territory. This provides brand control and loyalty but limits flexibility for the supplier.
• •Sole distribution – the supplier won’t appoint another distributor in the same territory but retains the right to sell directly.
• •Non-exclusive distribution – multiple distributors can operate, giving broader market reach but less commitment from each.
• •Selective distribution – used for high-value or specialist goods, where distributors must meet specific standards to protect brand quality.
• •Exclusivity \- does the agreement grant the distributor exclusive rights to sell the goods within a defined territory? Or is it non-exclusive, allowing competition from other distributors or even the supplier itself?
• •Minimum order quantities \- are there minimum purchase requirements for the distributor to maintain? This ensures predictable revenue for the supplier while motivating the distributor to actively sell.
• •Pricing and margins \- how are prices and profit margins determined? Fixed prices might provide stability, while flexible pricing can offer negotiation room and market adaptability.
• •Product scope \- detailed specifications, variations allowed, and future product inclusion mechanisms

Practical guidance

• •Source: [Distribution Agreements](https://www.taylor-rose.co.uk/posts/distribution-agreements)

Related topics