Distribution Agreement — Florida

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" means a qualifying ground for termination under Fla. Stat. § 686.413(3)(c)2. when the agricultural equipment dealer provisions apply; those statutory grounds include specified transfer, misrepresentation, insolvency, operations, licensing, facilities, sales and service, and agreement breaches. For other Products, termination is governed by the applicable agreement and law.

(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

Fla. Stat. § 768.81 addresses comparative fault and defines a products liability action to include claims based on strict liability, negligence, and warranty. The statute itself does not establish strict liability. Each Party's responsibility for a product claim depends on the applicable cause of action and the facts.

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) A discretionary exemplary award not exceeding twice the § 688.004(1) award for willful and malicious misappropriation under § 688.004(2);

(d) A discretionary prevailing-party fee award on the predicates in § 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.

For a dealer covered by Section 19.1, termination also requires statutory due cause and the applicable notice and cure process in Fla. Stat. § 686.413(3)(c).

17.4 Termination for Convenience

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

This option does not authorize termination without due cause of a dealer covered by Fla. Stat. § 686.413(3)(c).

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

These elections do not reduce any compensation required by Fla. Stat. § 686.409 for a covered agricultural equipment franchise.

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 Agricultural Equipment Dealer Protections

Fla. Stat. §§ 686.40–686.418 govern qualifying relationships involving tractors or farm implements primarily designed for or used in agriculture. They do not create a general distribution or franchise law for all Products (§§ 686.401, 686.402(6)). Apply this subsection only after checking the statutory definitions of dealer, distributor, equipment, and franchise in § 686.402.

(a) Scope. For covered agricultural equipment, § 686.403 reaches qualifying agreements between a manufacturer, distributor, or wholesaler and a dealer involving new equipment and parts in Florida. The equipment definition excludes equipment designed for or used in off-road construction, mining, utility, and industrial purposes (§ 686.402(6)).

(b) Termination Without Due Cause. Terminating a covered dealer's franchise or selling agreement without due cause is unfair regardless of its stated term. Section 686.413(3)(c)2. lists the tests for due cause, including specified ownership transfer, material misrepresentation, insolvency or security default, unfair practices, inadequate representation or facilities, licensing violations, cessation or relocation of business, and noncompliance with lawful agreement terms.

(c) Notice Requirements. Section 686.413(3)(c)1. generally requires written notice stating the specific ground at least one hundred eighty (180) days before termination. That 180-day requirement does not apply when the ground is one of the bankruptcy, security-default, or receivership grounds in § 686.413(3)(c)2.c. For termination based on failure to meet marketing criteria or market penetration, § 686.413(3)(c)3. instead requires one year's advance notice and good-faith assistance, followed by a further written notice that gives ninety (90) days before termination.

(d) Right to Cure. If the dealer cures the claimed deficiency within the applicable 180-day or 90-day period, the agreement shall not be terminated (§ 686.413(3)(c)1., 3.).

(e) Inventory Compensation. Under § 686.409, a manufacturer, distributor, wholesaler, or franchisor may not, without due cause, fail to renew, terminate, or restrict transfer of a covered franchise unless the franchisee receives fair and reasonable compensation for its business inventory. The section sets no fixed item-by-item formula.

(f) Continuing Dealer Protections. Absent the dealer's written consent, the contractual term cannot expire before at least 180 days after the written termination notice described in § 686.413(3)(c)1.; either party may petition a court to modify or extend that stay.

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) Rules governing transfer, assignment, or sale of a franchise agreement (§ 320.643);

(c) Inventory and facility repurchase requirements;

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

If Products are motor fuel, evaluate the Motor Fuel Marketing Practices Act, Fla. Stat. § 526.301 et seq., separately from the outdoor power equipment provisions of chapter 686.

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 should determine whether this arrangement is a franchise covered by the FTC Franchise Rule (16 C.F.R. Part 436). Evaluate whether the arrangement includes: (1) trademark use; (2) significant control or assistance; and (3) a required payment or commitment to pay the franchisor or its affiliate. Under the current minimum-payment exemption in 16 C.F.R. § 436.8(a)(1), the Rule does not apply if required payments made from before to within six months after operations begin total less than $735. If the Rule applies and no other exemption does, the franchisor must provide the required disclosure document to prospective franchisees.

For a franchise offered in Florida or to a Florida resident, Fla. Stat. § 559.802 provides an exemption from the Florida Sale of Business Opportunities Act when the FTC definition is met and the franchisor files the prescribed notice and fee before offering or selling; the initial exemption lasts one year and can be renewed annually. Determine whether that exemption is needed and obtained before relying on it. Fla. Stat. § 817.416 separately prohibits specified intentional misrepresentations when selling or establishing a covered franchise or distributorship.

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) For a former distributor or dealer in the category described in § 542.335(1)(d)2., a restraint of one year or less is presumed reasonable in time; one longer than three years is presumed unreasonable. Different presumptions apply to other categories;

(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

The Parties agree to use electronic means to execute this Agreement. Under Fla. Stat. § 668.50, an electronic signature is not denied legal effect solely because it is electronic; other applicable law still controls.

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. §§ 686.40–686.418 — Agricultural Equipment Dealer Protections
• Fla. Stat. § 686.413(3)(c) — Agricultural Equipment Dealer Termination
• Fla. Stat. § 542.335 — Restrictive Covenants
• Fla. Stat. § 501.204 — FDUTPA
• Fla. Stat. § 688.001 — FUTSA
• 15 U.S.C. § 13 — Robinson-Patman Act