Exclusive Importation and Sales Agreement Template

In plain language: Defines the exclusive right granted to the importer, the precise geographic scope of that right, and any carve-outs — such as direct sales to government buyers or online channels.

Common mistake: Defining the territory too broadly — e.g., 'Asia Pacific' — without listing the specific countries included. Ambiguous territory definitions produce disputes when the supplier later appoints a second importer in an adjacent market.

In plain language: Lists the exact products covered by the agreement by SKU, model number, or description, and states whether new products launched during the term are automatically included.

Common mistake: Omitting a process for adding new products. Without it, the supplier can launch line extensions in the territory through a third party and the importer has no contractual recourse.

In plain language: States the minimum order quantity or dollar value the importer must purchase per contract year to maintain exclusivity, and what happens if they fall short.

Common mistake: Setting an MPO without a cure period. Automatically converting to non-exclusive the moment an MPO is missed — with no notice or opportunity to cure — is commercially aggressive and often unenforceable in buyer-friendly jurisdictions.

In plain language: Sets the purchase price (or the mechanism for calculating it), payment deadline, currency, and the process for price adjustments.

Common mistake: Agreeing on a fixed price with no adjustment mechanism. Raw material cost inflation or exchange-rate swings over a multi-year term can make the fixed price commercially unworkable for the supplier, triggering informal pressure to renegotiate or simply supply inferior substitutes.

In plain language: Grants the importer a limited, non-transferable license to use the supplier's trademarks, logos, and marketing materials in the territory solely for selling the products, with restrictions on sublicensing and modification.

Common mistake: Omitting a restriction on the importer registering the supplier's trademark locally. In several jurisdictions — including China, UAE, and parts of Latin America — a local party can register a foreign brand's trademark and hold the brand owner hostage.

In plain language: Allocates responsibility between the parties for obtaining import licenses, product certifications, and customs clearance, and states which party bears customs duties and compliance costs.

Common mistake: Leaving compliance responsibility ambiguous. When a product is detained at customs or fails a local safety certification, an unclear allocation of responsibility results in both parties pointing at the other while inventory sits in a bonded warehouse accruing storage fees.

In plain language: Sets the importer's minimum marketing spend or activity obligations, defines approval rights for advertising using the supplier's trademarks, and allocates co-op marketing funds if any.

Common mistake: No marketing obligation at all. An importer who locks in exclusivity but then makes minimal promotional effort starves the brand of growth — and the supplier has no contractual lever to demand better performance.

In plain language: States the initial contract period, renewal conditions (automatic or by notice), and termination rights — both for cause (breach, insolvency) and, if included, for convenience with notice.

Common mistake: No automatic renewal clause and no minimum term aligned to the importer's investment horizon. An importer who spends six figures on warehouse setup and regulatory registration on a one-year rolling agreement can find their exclusivity terminated before they recoup the investment.

In plain language: Gives the importer a defined window after termination to sell existing inventory, and states whether the supplier is obligated to repurchase unsold stock.

Common mistake: No sell-off period at all. A terminated importer with six months of inventory on hand and no right to sell or return it faces a direct financial loss — making this one of the most litigated provisions in distribution termination disputes.

In plain language: Specifies which country's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — including the seat and language of any arbitral proceedings.

Common mistake: Choosing the supplier's home jurisdiction as governing law without considering enforceability in the importer's country. An arbitral award or judgment obtained under foreign law may be difficult or impossible to enforce locally if the jurisdiction has not ratified the New York Convention on arbitral awards.

An exclusive importation and sales agreement is a legally binding contract between a foreign supplier and a local importer that grants the importer the sole right to bring the supplier's products into a defined territory and sell them there. The exclusivity means the supplier cannot appoint any other importer or distributor in that territory during the contract term. In exchange, the importer typically commits to minimum purchase obligations and marketing activities.

An exclusive importation and sales agreement covers both the act of importing — customs clearance, regulatory compliance, and logistics — and the subsequent sale of goods within the territory. An exclusive distribution agreement typically begins after goods have already cleared customs and focuses on the wholesale or retail distribution chain. If your importer is also responsible for customs and regulatory registration, use the importation agreement; if a separate logistics provider handles import and your partner only handles local sales, a distribution agreement may be more appropriate.

Yes, minimum purchase obligations are generally enforceable in most jurisdictions when they are clearly stated in the contract, commercially reasonable, and accompanied by a cure period before any penalty or exclusivity conversion takes effect. Courts in the EU and Canada have struck down MPOs that were set so aggressively that they were impossible to meet, treating them as penalty clauses. A tiered ramp-up structure in the first two years reduces enforceability risk considerably.

Under most Incoterms structures used for exclusive importation agreements, the importer bears customs duties, import taxes, and local regulatory compliance costs once goods arrive at the agreed delivery point. This should be stated explicitly in the agreement. The supplier's obligation is typically to provide all necessary documentation — certificates of origin, product safety data sheets, and export licenses — within a defined timeframe after each shipment.

Only if the agreement explicitly permits it. Most exclusive importation agreements prohibit sublicensing of exclusivity without the supplier's prior written consent. If the importer needs to appoint regional sub-distributors, this right should be negotiated and documented in the agreement — including whether sub-distributors are bound by the same obligations and whether the importer remains primarily liable for their compliance.

The agreement should include a sell-off period — typically 60 to 90 days after termination — during which the importer can sell remaining inventory through normal channels. Many agreements also include a supplier obligation to repurchase undamaged, unsold inventory at a percentage of the original invoice price. Without these provisions, the importer can be left holding significant stock with no contractual recourse, which is one of the most common sources of post-termination disputes.

For cross-border agreements, a neutral governing law and arbitration seat is generally preferable to either party's home jurisdiction. Singapore, Switzerland, and England are widely used because their courts and arbitral institutions are experienced in international commercial disputes and awards are enforceable in most countries under the New York Convention. Confirm that arbitral awards from your chosen seat are enforceable in both the supplier's and importer's countries before finalizing the clause.

For straightforward single-country importation arrangements with an established counterpart, a well-structured template reviewed by a trade lawyer is typically sufficient. Legal review is strongly recommended when the territory spans multiple countries with different regulatory regimes, the investment in regulatory registration or infrastructure exceeds $50,000, the agreement involves significant IP or trademark licensing, or when either party is in a jurisdiction with restrictions on foreign distribution arrangements — such as China, Saudi Arabia, or several EU member states with commercial agency protection laws.

Not unless the agreement explicitly reserves that right. Common carve-outs include direct sales to government or military buyers, sales through the supplier's own global e-commerce platform subject to a price floor, and existing accounts grandfathered before the agreement was signed. Any reserved channels must be clearly listed in the agreement — a general 'supplier may sell direct' carve-out with no limitations defeats the commercial value of the exclusivity grant entirely.

The agreement should include an obligation on the supplier not to supply the products to any party the supplier knows or ought to know will divert them into the exclusive territory. The supplier should also commit to cooperating with the importer in taking action against parallel importers, including providing evidence of authorized sales channels. Note that in the EU, parallel imports within the EEA cannot be blocked once the supplier has placed goods on the market there — this is a legal limitation, not a contractual one.