Distribution Agreement — Florida

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JURISDICTION: Florida
LAST UPDATED: 2026-03-18
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DISTRIBUTION AGREEMENT (FLORIDA)

THIS DISTRIBUTION AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

SUPPLIER:

DISTRIBUTOR:

TABLE OF CONTENTS

1. Recitals and Definitions
2. Appointment and Territory
3. Products and Pricing
4. Orders, Acceptance, and Delivery
5. Minimum Purchase and Performance Requirements
6. Inventory Management and Returns
7. Marketing, Promotion, and Channel Conduct
8. Antitrust Compliance
9. Branding and Intellectual Property
10. Warranties and Pass-Through
11. Product Liability and Indemnification
12. Anti-Diversion and Gray Market Provisions
13. Compliance Obligations
14. Confidentiality and FUTSA
15. Insurance
16. Limitation of Liability
17. Term and Termination
18. Effects of Termination and Wind-Down
19. Florida Dealer and Franchise Protection
20. Governing Law and Dispute Resolution
21. Florida-Specific Provisions
22. General Provisions
23. Signature Block
24. Schedules

1. RECITALS AND DEFINITIONS

1.1 Recitals

WHEREAS, Supplier manufactures or sources Products described in Schedule 1; and

WHEREAS, Supplier appoints Distributor to purchase and resell Products in the Florida Territory; and

WHEREAS, Distributor accepts such appointment under Florida law;

NOW, THEREFORE, the Parties agree:

1.2 Definitions

(a) "Due Cause" has the meaning set forth in Fla. Stat. § 686.413 — just cause for termination of a franchise or selling agreement, including Distributor's material failure to comply with essential and reasonable requirements of the agreement.

(b) "FDUTPA" means the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq.

(c) "FUTSA" means the Florida Uniform Trade Secrets Act, Fla. Stat. § 688.001 et seq.

(d) "Products" means goods in Schedule 1.

(e) "Territory" means the Florida geographic area in Schedule 5.

2. APPOINTMENT AND TERRITORY

2.1 Appointment

☐ Exclusive distributor in the Florida Territory
☐ Non-Exclusive distributor
☐ Sole distributor (Supplier may sell directly)

2.2 Territory

[________________________________] (e.g., State of Florida; Southeast Florida; Tampa Bay area)

2.3 Authorized Channels

☐ Retail ☐ E-commerce ☐ Wholesale ☐ Government ☐ Marine/Maritime ☐ Tourism/Hospitality ☐ Other: [________________________________]

2.4 Reservation of Rights

Supplier reserves rights for direct sales outside Territory, other distributors, and national accounts.

2.5 Independent Contractor

Distributor is independent. No agency.

3. PRODUCTS AND PRICING

3.1 Products

Per Schedule 1. Changes upon [____] days' notice.

3.2 Pricing

(a) Wholesale prices per Schedule 2; (b) adjustments upon [____] days' notice; (c) no retroactive adjustment.

3.3 Discounts — Robinson-Patman Compliance

Per Schedule 2. Functionally available to all similarly situated distributors (15 U.S.C. § 13).

3.4 Payment Terms

Net [____] days. Late payments at the lesser of [____]% per month or eighteen percent (18%) per annum (Fla. Stat. § 687.02 maximum for amounts up to $500,000).

3.5 Taxes

Distributor responsible for Florida sales tax (currently 6% state rate plus applicable county discretionary surtax). Distributor shall register with the Florida Department of Revenue.

4. ORDERS, ACCEPTANCE, AND DELIVERY

4.1 Purchase Orders

Via [________________________________].

4.2 Acceptance

Binding upon acceptance or shipment.

4.3 Delivery

☐ FCA ☐ FOB Origin ☐ FOB Destination ☐ DDP ☐ Other: [________________________________]

Lead times: [____] days. Title and risk per Incoterm.

4.4 Inspection

Inspect within [____] business days. Nonconformity notice within [____] business days. Failure constitutes acceptance under Fla. Stat. § 672.606.

4.5 Allocation

Fair allocation per Fla. Stat. § 672.615.

5. MINIMUM PURCHASE AND PERFORMANCE

5.1 Minimum Purchase

Per Schedule 3.

5.2 Metrics

☐ On-time payment ☐ Growth ☐ Forecast accuracy ☐ Returns ☐ Coverage ☐ Other: [________________________________]

5.3 Failure Consequences

(a) Exclusivity downgrade; (b) Territory reduction; (c) Termination per Section 17 after notice and cure.

6. INVENTORY AND RETURNS

6.1 Inventory

Maintain sufficient stock; report [____].

6.2 Stock Rotation

[____]% per quarter; resalable condition; RMA; [____]% restocking; Distributor freight.

6.3 DOA

Full credit within [____] days.

6.4 End-of-Life

[____] days' notice; return within [____] days for [____]% credit.

6.5 Forecasting

Rolling [____]-month forecasts.

7. MARKETING AND CHANNEL CONDUCT

7.1 Marketing

Commercially reasonable efforts; trained staff; trade shows; online presence.

7.2 Advertising Approval

Prior written approval for materials using Supplier marks.

7.3 MAP Policy

☐ MAP per Schedule 6 (advertised price only)
☐ No MAP

7.4 MDF

Per Schedule 3. Claims within [____] days.

7.5 No Unauthorized Bundling

No bundling, rebranding, or alteration without consent.

8. ANTITRUST COMPLIANCE

8.1 Robinson-Patman Act

Pricing available to all similarly situated distributors (15 U.S.C. § 13).

8.2 Sherman/Clayton Acts

Distributor sets own resale prices. No price fixing, market allocation, or boycotts.

8.3 Florida Antitrust Act

Florida's Antitrust Act (Fla. Stat. § 542.15 et seq.) prohibits restraints of trade. Florida courts generally follow federal antitrust interpretive principles under Fla. Stat. § 542.32.

9. BRANDING AND IP

9.1 License

Non-exclusive, non-transferable, revocable Trademark license for marketing in Territory.

9.2 Guidelines

Per Schedule 7. Goodwill to Supplier.

9.3 No Reverse Engineering

9.4 Product Identification

No removal of marks or labels.

10. WARRANTIES AND PASS-THROUGH

10.1 Warranty

Products at delivery: conform to specifications, free from defects, merchantable under Fla. Stat. § 672.314.

10.2 Period

[____] months from delivery or [____] months from end-customer sale, whichever first.

10.3 Pass-Through

Distributor passes through without modification.

10.4 Disclaimer

EXCEPT AS SET FORTH HEREIN, SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER IS CONSPICUOUS PURSUANT TO FLA. STAT. § 672.316.

10.5 First-Line Support

☐ Distributor provides first-line support
☐ Supplier handles directly
☐ Other: [________________________________]

11. PRODUCT LIABILITY AND INDEMNIFICATION

11.1 Florida Product Liability

Florida applies strict liability for product defects under Fla. Stat. § 768.81. Distributors in the chain of commerce may be held liable. Florida's comparative fault system (Fla. Stat. § 768.81) apportions liability based on each party's degree of fault.

11.2 Supplier Indemnification

Supplier indemnifies Distributor for: (a) product defects at delivery; (b) IP infringement; (c) warranty breaches; (d) Supplier's negligence or misconduct.

11.3 Distributor Indemnification

Distributor indemnifies Supplier for: (a) unauthorized modifications; (b) breach of Agreement; (c) unauthorized warranties; (d) Distributor negligence; (e) noncompliance with law.

11.4 Statute of Repose

Florida's statute of repose (Fla. Stat. § 95.031(2)) bars product liability actions commenced more than twelve (12) years after the date of delivery, with exceptions for aircraft and certain other products.

11.5 Indemnification Procedures

Prompt notice; defense control; cooperation; no unauthorized settlement.

12. ANTI-DIVERSION

12.1 Prohibition

No diversion outside Territory; no sales to known re-exporters.

12.2 Records

Chain-of-custody documentation.

12.3 Remedies

Material breach; liquidated damages or actual damages.

13. COMPLIANCE

13.1 Export Controls

EAR, ITAR, OFAC compliance.

13.2 Anti-Corruption

FCPA and Florida law compliance.

13.3 Audit

Records for [____] years. Audits upon [____] days' notice, [____] times per year.

14. CONFIDENTIALITY AND FUTSA

14.1 Scope

Pricing, customer lists, business plans, technical data, marketing strategies.

14.2 Obligations

Strict confidence; limited access; Agreement purposes only.

14.3 Duration

[____] years after termination.

14.4 FUTSA Protections

Trade secret information is protected under FUTSA (Fla. Stat. § 688.001 et seq.):

(a) Injunctive relief under § 688.003, including for threatened misappropriation;

(b) Damages for actual loss and unjust enrichment under § 688.004;

(c) Exemplary damages up to twice actual damages for willful misappropriation under § 688.004(2);

(d) Attorneys' fees under § 688.005;

(e) Three-year statute of limitations under § 688.007;

(f) FUTSA preempts conflicting tort and restitutionary claims under § 688.008.

15. INSURANCE

15.1 Required Coverage

15.2 Additional Insured

Supplier named as additional insured.

15.3 Certificates

Within [____] days of request or renewal.

16. LIMITATION OF LIABILITY

16.1 Cap

EXCEPT FOR CONFIDENTIALITY, INDEMNIFICATION, AND WILLFUL MISCONDUCT, AGGREGATE LIABILITY LIMITED TO AMOUNTS PAID/PAYABLE IN PRIOR TWELVE (12) MONTHS.

16.2 Consequential Damages

EXCEPT FOR ANTI-DIVERSION, COMPLIANCE, AND CONFIDENTIALITY, NO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

17. TERM AND TERMINATION

17.1 Initial Term

[____] years.

17.2 Renewal

☐ Auto-renew for [____]-year terms unless [____] days' notice
☐ Mutual agreement only

17.3 Termination for Cause

(a) Material breach uncured within [____] days;
(b) Insolvency or bankruptcy;
(c) Antitrust, anti-diversion, or compliance violations.

17.4 Termination for Convenience

☐ Either Party upon [____] days' notice
☐ Not permitted

18. EFFECTS OF TERMINATION

18.1 Sell-Off Period

[____] days for remaining inventory.

18.2 Inventory Repurchase

☐ Supplier repurchases at [____]% of purchase price
☐ No repurchase

18.3 Trademark Cessation

Cease use after Sell-Off Period.

18.4 Return of Confidential Information

Return or destroy within [____] days.

18.5 Outstanding Payments

Immediately payable. Accrued rebates preserved.

18.6 Survival

Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, and 20 survive.

19. FLORIDA DEALER AND FRANCHISE PROTECTION

19.1 Sales, Distribution, and Franchise Relationships Act

Fla. Stat. § 686.401 et seq. applies to franchise and selling agreements for the sale or advertising of new equipment, parts, and related products within Florida:

(a) Scope. The statute covers persons engaged in "purposeful agreements or contracts" relating to the sale of new equipment and parts within Florida (§ 686.403).

(b) Termination Without Due Cause. Termination without due cause is an unfair termination, regardless of the agreement's specified term (§ 686.413). "Due cause" means a dealer's material failure to comply with essential and reasonable requirements of the selling agreement.

(c) Notice Requirements. At least one hundred eighty (180) days' written notice before the effective date of termination, stating the specific ground for termination (§ 686.413(1)).

(d) Right to Cure. If the dealer cures the claimed deficiency within the 180-day notice period, the agreement shall not be terminated (§ 686.413(2)).

(e) Inventory Repurchase. Upon termination, the manufacturer/distributor shall repurchase dealer inventory as provided in § 686.409, including:

• New, undamaged inventory at the net cost to the dealer plus shipping charges;
• Required parts and accessories at net cost;
• Required signs, special tools, and equipment at net cost minus reasonable depreciation.

(f) Continuing Dealer Protections. The contractual term cannot expire without the dealer's written consent prior to expiration of 180 days following written notice (§ 686.413(1)).

19.2 Motor Vehicle Dealers

If Products are motor vehicles, Fla. Stat. § 320.60 et seq. applies with enhanced protections including:

(a) "Good cause" required for termination (§ 320.641);

(b) Unfair cancellation provisions (§ 320.643);

(c) Inventory and facility repurchase requirements;

(d) Oversight by the Florida Department of Highway Safety and Motor Vehicles.

19.3 Independent Distribution Relationships

For products not covered by industry-specific statutes, Florida follows general contract law. However, the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. § 501.204) prohibits unfair or deceptive acts in the conduct of trade or commerce, which may restrict abusive termination practices.

19.4 Franchise Relationship Determination

The Parties represent this is a distribution agreement, not a "franchise" requiring registration under the FTC Franchise Rule (16 C.F.R. Part 436). Florida does not have a separate state franchise registration law, but the FTC Rule applies nationally. Evaluate whether the arrangement includes: (1) trademark use; (2) significant control or assistance; and (3) a required payment of $500 or more.

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 Governing Law

Florida law, without conflict-of-laws principles. Fla. Stat. § 672.101 et seq. applies to goods.

20.2 Venue

Exclusive jurisdiction in state and federal courts in [________________________________] County, Florida.

20.3 Dispute Resolution

(a) Escalation. Executive negotiation for [____] days.

(b) Mediation. If unresolved, mediation before a Florida Supreme Court Certified Mediator in [________________________________], Florida, per Fla. Stat. § 44.102.

(c) Resolution:

☐ Arbitration: Binding arbitration under the Florida Arbitration Code (Fla. Stat. § 682.01 et seq.) in [________________________________], Florida. Single arbitrator.

☐ Litigation: Per Section 20.2.

20.4 Prevailing Party Fees

Prevailing Party recovers fees and costs.

20.5 Jury Waiver

EACH PARTY WAIVES JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW.

21. FLORIDA-SPECIFIC PROVISIONS

21.1 Statute of Limitations

Written contracts: five (5) years. Fla. Stat. § 95.11(2)(b).

21.2 Restrictive Covenants

Post-termination non-competition covenants, if any, must comply with Fla. Stat. § 542.335:

(a) Must be reasonable in time, area, and line of business;

(b) Must protect a "legitimate business interest" (trade secrets, valuable confidential information, substantial customer relationships, customer goodwill, or extraordinary specialized training);

(c) Presumptively reasonable: up to 6 months for former employees, up to 3 years for distributors/dealers;

(d) Courts may modify overbroad covenants to make them reasonable (blue-pencil doctrine).

21.3 FDUTPA

The Parties acknowledge that material misrepresentations or unfair practices in connection with this Agreement may give rise to claims under FDUTPA (Fla. Stat. § 501.204), which provides for actual damages, injunctive relief, and attorneys' fees.

21.4 Florida Sales Tax

Distributor shall register with the Florida Department of Revenue and collect and remit applicable sales and use taxes.

21.5 Electronic Signatures

Valid under Fla. Stat. § 668.50 (Uniform Electronic Transaction Act).

21.6 Sovereign Immunity

If either Party is a Florida governmental entity, nothing waives sovereign immunity under Fla. Stat. § 768.28.

21.7 Hurricane and Storm Preparedness

Given Florida's exposure to hurricanes and tropical storms, the Parties shall maintain reasonable business continuity plans for weather-related disruptions. Force majeure provisions in Section 22.3 specifically cover hurricanes and tropical storms.

22. GENERAL PROVISIONS

22.1 Notices

(a) Personal delivery; (b) confirmed email; (c) one business day after overnight courier; (d) three business days after certified mail.

22.2 Assignment

No assignment without consent except for merger/acquisition/asset sale.

22.3 Force Majeure

No liability for hurricanes, tropical storms, flooding, sinkholes, and other natural disasters common to Florida, government actions, pandemics, or other events beyond reasonable control. If exceeding [____] days, non-affected Party may terminate on [____] days' notice. See Fla. Stat. § 672.615.

22.4 Entire Agreement

This Agreement and Schedules constitute the entire agreement.

22.5 Amendments

Written instrument signed by both Parties.

22.6 Severability

Invalid provisions severed; remainder continues.

22.7 Counterparts

Executed in counterparts. Electronic signatures per Fla. Stat. § 668.50.

23. SIGNATURE BLOCK

SUPPLIER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

DISTRIBUTOR:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

24. SCHEDULES

Schedule 1 — Products

Schedule 2 — Pricing and Discounts

Schedule 3 — Minimum Purchases and MDF

Schedule 4 — Warranty Terms

Schedule 5 — Territory and Channels

Schedule 6 — MAP Policy

Schedule 7 — Trademark Guidelines

☐ Attached ☐ Available at: [________________________________]

SOURCES AND REFERENCES

• Fla. Stat. § 672.101 — Florida UCC Article 2
• Fla. Stat. § 686.401 — Sales, Distribution, and Franchise Relationships
• Fla. Stat. § 686.413 — Termination Without Due Cause
• Fla. Stat. § 542.335 — Restrictive Covenants
• Fla. Stat. § 501.204 — FDUTPA
• Fla. Stat. § 688.001 — FUTSA
• 15 U.S.C. § 13 — Robinson-Patman Act