DISTRIBUTION AGREEMENT

TABLE OF CONTENTS

1. Appointment and Territory
2. Products and Price List
3. Orders, Delivery, and Incoterms
4. Minimum Purchases and Performance Metrics
5. Inventory Management and Returns
6. Marketing and Channel Conduct
7. Compliance (Export/Sanctions, Anti-Corruption, AUP)
8. Branding and IP
9. Warranties and Pass-Through
10. Indemnities
11. Limitation of Liability
12. Term and Termination
13. Effects of Termination
14. Confidentiality
15. Insurance
16. Dispute Resolution and Governing Law
17. Miscellaneous
18. Schedules

1. APPOINTMENT AND TERRITORY

• Supplier appoints Distributor as [non-exclusive/exclusive] within [TERRITORY] and channels [RETAIL/ETAIL/SYSTEMS INTEGRATORS]. No authority outside Territory without consent.

2. PRODUCTS AND PRICE LIST

• Covered Products in Schedule 1; Supplier may update with [X] days’ notice.
• Distributor discounts/margins in Schedule 2.

3. ORDERS, DELIVERY, AND INCOTERMS

• Orders placed via [PORTAL/PO]; acceptance by Supplier; lead times [X] days.
• Incoterms [FCA/DDP/etc.]; title and risk transfer accordingly.
• Packaging/labeling requirements; drop-ship rules if allowed.

4. MINIMUM PURCHASES AND PERFORMANCE METRICS

• Quarterly/annual purchase minimums; failure may trigger downgrade or termination after cure.
• KPIs: on-time payment, forecast accuracy, returns %, channel coverage.

5. INVENTORY MANAGEMENT AND RETURNS

• Stock rotation rights [X%] per quarter; RMA process; restocking fees; DOA handling.
• Inventory reporting cadence; obsolete/slow-moving inventory mitigation.

6. MARKETING AND CHANNEL CONDUCT

• Use of trademarks per guidelines; no bundling/rebranding without approval.
• No below-MAP pricing (if lawful); no deceptive marketing.
• Co-op/MDF terms in Schedule 3 if any.

7. COMPLIANCE (EXPORT/SANCTIONS, ANTI-CORRUPTION, AUP)

• No sales to sanctioned parties/end uses; adhere to export classifications.
• Anti-corruption covenant; accurate records; no facilitation payments.
• AUP-equivalent for downstream customers if applicable.

8. BRANDING AND IP

• Supplier retains IP; Distributor granted limited license to market and resell Products in Territory.
• No reverse engineering or removal of marks/serials.

9. WARRANTIES AND PASS-THROUGH

• Supplier’s product warranties in Schedule 4; Distributor passes through without additions.
• Distributor disclaims additional warranties; handles first-line customer contact if required.

10. INDEMNITIES

• Supplier indemnifies end customers for IP infringement per Schedule 4; Distributor indemnifies for unauthorized claims, misuse of marks, or sales outside Territory/restrictions.

11. LIMITATION OF LIABILITY

• Cap: fees paid/payable in prior [12] months; carve-outs as negotiated (IP indemnity, confidentiality, willful misconduct).

12. TERM AND TERMINATION

• Term [X] years; renewals optional.
• Termination for breach uncured within [30] days; insolvency; compliance/export violations; failure to meet minimums (after cure).
• Convenience termination [optional] with [X] days’ notice.

13. EFFECTS OF TERMINATION

• Cease holding out as Distributor; sell-off period [X] days for existing inventory (if allowed).
• Return/destroy Confidential Information; settle accounts.

14. CONFIDENTIALITY

• Mutual obligations; duration [X] years post-termination.

15. INSURANCE

• Distributor maintains GL/products liability [limits]; evidence on request.

16. DISPUTE RESOLUTION AND GOVERNING LAW

• Escalation; then forum/arbitration per selection; governing law stated; jury waiver if allowed.

17. MISCELLANEOUS

• Assignment; force majeure; notices; order of precedence; independent contractors; amendments in writing.

18. SCHEDULES

• Schedule 1: Products.
• Schedule 2: Prices/Discounts.
• Schedule 3: MDF/Marketing Terms.
• Schedule 4: Warranties/IP Indemnity Summary.
• Schedule 5: Territory/Channel Map.