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Distribution Agreement Template

(for UK-based companies)

Prepared for:

[Client.FirstName] [Client.LastName]
[Client.Company]


Created by:

[Sender.FirstName] [Sender.LastName]
[Sender.Company]

Interpretation

This distribution agreement (also referred to as the exclusive distribution agreement, etc.), when signed by both [Client.Company] and [Sender.Company] on [Start.Date], is considered a legally binding contract intended to begin, regulate, and maintain a business relationship between [Client.Company] and [Sender.Company].

This distribution agreement facilitates a legal, business relationship between [Client.Company] and [Sender.Company]. By signing this document, [Client.Company] and [Sender.Company] agree as follows:

The term client refers specifically to [Client.Company], the party signing on to work with [Sender.Company].

The term distribution company or distributor refers to [Sender.Company]. The distribution services reflect the services provided by [Sender.Company] as it pertains to this agreement and recognizes the distributor as the exclusive distributor.

By signing this agreement, both [Client.Company] and [Sender.Company] agree to the legally binding nature of this contract, as well as the relationship that’s necessary from both to provide the services that are specific to this term of agreement.

Due to this agreement, by signing, each party acknowledges and agrees to perform their duties listed within the agreement to the best of their ability while maintaining said relationship throughout this distribution contract. 

Products, Pricing, & Sales 

The products that [Client.Company] and [Sender.Company] are contractually agreeing to working with have been previously specified and consists of the items or classification of items that have been mutually pre-determined.

The purchase price and the license fee from [Client.Company] has already been agreed upon and delivered to [Sender.Company] at the time this agreement is signed.

Confidentiality & Security Interest

Due to the inherent nature of supplier and distributor relationship, it is possible that distributors will be provided with confidential, propriety, or otherwise secret information based on the products being distributed.

By signing this agreement, both supplier and distributor recognize that the distributor is restricted from disclosing any intellectual property, trade-marks, confidential information, trade secrets, or otherwise private information to those persons who do not need this information in order to complete the tasks agreed upon in this contract.

Further, persons of the distribution company who are entitled to this confidential information (including but not limited to trade-marks, the intellectual property rights, etc.) – distributor, distributor’s employees, independent contractors, and other agents – are legally prohibited from using this information or any other supplier information to reverse engineer supplier’s products for themselves or for third parties.

Further, both parties recognize the distributor may not resell the intellectual property rights, trade-marks, and confidential information received from the client for resale prices or act as a reseller of the clients’ intellectual property in any circumstance. 

Record Inspection 

By signing, the distributor recognizes the legal responsibility to maintain accurate, spotless records of all activities as reasonably necessary to ensure compliance with the terms and conditions of this agreement, including but not limited to accounting records, governmental filings, inventory, customer sales records, etc.

By signing, both [Client.Company] and [Sender.Company] recognize that the supplier has the legal right to view, audit, and inspect these records for the duration of the agreement as well as [Amount of time after] completion of the distribution agreement, otherwise known as the distribution contract. 

Terms & Termination

Unless otherwise determined, this contract, as signed by both [Client.Company] and [Sender.Company] shall begin upon the [effective date] and shall expire, automatically, at the end of its term [expiration after number of years].

Both parties are subject to terminate this agreement:

  1. immediately upon {days of prior notice} days of prior notice with or without reasonable cause,
  2. immediately for a breach of this contract from either party,
  3. immediately due to dissolution, insolvency, or adjudication in bankruptcy, and
  4. immediately if required by law or rule from governing authority. 

Signature, Agreement, and Acceptance 

The terms of this distribution agreement between [Client.Company] and [Sender.Company] shall be enacted on the effective date and legally recognized for the agreed-upon period in the previous section of this contractual agreement should force majeure not inhibit the legality of this contract.

When signed by both [Client.Company] and [Sender.Company], this document represents the legally binding agreement between both parties. Each signature is the legal representation of each employer, and by signing it, the entirety of the agreement is mutually contracted by both parties.

By signing, both parties, [Client.Company] and [Sender.Company], agree to not only uphold the full terms of this agreement, but enforce compliance, legality, confidentiality, and regulations of the local, state, federal, and foreign governing bodies as it relates to business.

Both parties agree, by signing, to uphold the full terms to this agreement until its natural expiry or termination of this agreement for the aforementioned reasons or force majeure that are included in the distribution agreement previously.

[Sender.Company]

Signature

MM/DD/YYYY

[Sender.FirstName] [Sender.LastName]

[Client.Company]

Signature

MM/DD/YYYY

[Client.FirstName] [Client.LastName]

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