[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-manufacturing-distribution-agreement-D5198":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"MANUFACTURING & DISTRIBUTION AGREEMENT This Manufacturing & Distribution Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Publisher\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Recitals: Publisher has expended considerable time, effort, and resources in the development and/or publishing of certain unique, copyrighted and proprietary interactive multimedia products and software, and the documentation and packaging materials related thereto (the \"Publisher Products\" as defined below); Distributor desires to act as a distributor of the Publisher Products bundled together with the products of Distributor or of third parties, and represents to Publisher that Distributor has sufficient expertise, resources, and personnel to perform its obligations under this Agreement. Distributor further desires to manufacture the Publisher Products for purposes of such distribution; and Publisher desires to have Distributor act as a manufacturing distributor of the Publisher Products on the terms and conditions set forth herein. Therefore, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: DEFINITIONS \"Publisher Products\" shall mean the products identified in Exhibit A attached hereto, together with any accompanying documentation, packaging, or other materials identified on Exhibit A (if any). Publisher, in its sole discretion, reserves the right to add Publisher Products to or delete Publisher Products from Exhibit A on [NUMBER] days notice. \"Bundles\" shall mean the combination of the Publisher Products with hardware and/or software distributed as a unit by Distributor, as described in Exhibit C. \"Proprietary Rights\" shall mean all rights of Publisher and its licensors in the Publisher Products including, without limitation, copyright, patent, design patent, trademark, trade dress, trade secret, and publicity rights, arising under applicable law and international conventions. \"Territory\" shall be defined as the world. GRANT OF LICENSES Distribution License Publisher grants to Distributor a non-transferrable and non-exclusive license during the term of this Agreement to include the Publisher Products in Bundles and to distribute Bundles directly or through distributors and retailers to end-users located in the Territory. In addition to the other terms and conditions of this Agreement, these licenses to distribute are expressly subject to the following conditions: Distributor's distribution to end-users, whether directly or through distributors and retailers, shall be made only pursuant to the end-user license included with the Publisher Products, and each license of a Publisher Product by Distributor to an end-user will be allowed only in jurisdictions where an enforceable copyright covering the Publisher Products exists; and Distributor's distribution to any entity other than end-users, including without limitation distribution to retailers or other distributors or sub-distributors, shall be made pursuant to written agreement(s) with Distributor which (i) comply with all of the terms of this Agreement, (ii) are no less protective of Publisher's rights than the terms of this Agreement, and (iii) expressly make Publisher a third party beneficiary. Distributor shall be entitled to distribute only those Publisher Products manufactured by Distributor. Manufacturing License Subject to the terms of this Agreement, Publisher grants to Distributor and Distributor accepts, for the term of this Agreement, the nonexclusive right to manufacture the Publisher Products only in the [COUNTRY] and only for distribution as otherwise provided in this Agreement, subject to the following limitations: Distributor may manufacture the Publisher Products, provided that such manufacturing is at Distributor's own cost and in accordance with this Agreement and otherwise prudent in protecting Publisher's and its Licensors' Proprietary Rights. Any and all copies of the Publisher Products manufactured by Distributor shall contain security coding in a form acceptable to Publisher. Distributor shall indemnify and pay Publisher for any unauthorized copies of the Publisher Products manufactured by Distributor or at its authorized facilities at the full retail price of such Publisher Products. Distributor shall manufacture the Publisher Products in accordance with strict security procedures and shall keep detailed manufacturing and distribution records for all units manufactured. Distributor's manufacturing facilities and manufacturing and distribution records shall be open to Publisher's inspection without notice. Distributor shall include with all copies of the Publisher Products manufactured by Distributor an end-user license in the form provided by Publisher. Changes to the terms of the end-user license shall be subject to approval by Publisher, in its sole discretion. Distributor shall manufacture the Publisher Products from production masters of the Publisher Products (including without limitation production masters of packaging and related materials) provided by Publisher in accordance with the schedule set forth on Exhibit B. Distributor agrees not to alter the Publisher Products (including without limitation their packaging) without Publisher's prior written consent. Prohibited Acts Neither Distributor nor anyone to whom Distributor distributes the Publisher Products has the right to distribute or sell the Publisher Products except as part of Bundles within the Territory, without the express prior written approval of Publisher. Anyone who unbundles any Publisher Products shipped to Distributor for inclusion in Bundles shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Distributor shall notify those to whom it distributes the Publisher Products in Bundles that unbundling is specifically prohibited, and that anyone who unbundles any Bundled Publisher Products shipped to or through Distributor shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Limitations Title to the Publisher Products and all associated patents, copyrights, trademarks, trade dress, trade secrets and other proprietary rights shall remain with Publisher and its licensors. Except as expressly authorized by Publisher in writing, Distributor will not, and will cause its employees, agents and distributors not to: (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works of or copy the Publisher Pr6ducts or related documentation; (ii) remove, alter, or cover any copyright or trademark notices or other proprietary rights notices placed or embedded by Publisher on or in the Publisher Products. Non-Exclusivity The licenses granted in this Agreement are non-exclusive. Accordingly, nothing in this Agreement shall be construed as limiting in any manner Publisher's marketing or distribution activities (including without limitation the distribution of Publisher Products upgrades and Publisher Products to end users of Bundles) or Publisher's appointment of other dealers, distributors, value-added resellers, original equipment manufacturers, licensees or agents in the Territory. 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Agent desires to accept such appointment and to perform all the provisions of this agreement. DURATION The term of the agency created shall be [period of time], beginning [date], unless sooner terminated. AGENT'S BEST EFFORTS Agent agrees to devote Agent's whole time and best efforts to the business of Principal in the described territory under the direction of Principal's officers or representatives, and to conform to the best of Agent's ability with the rules, regulations and instructions of Principal now in force or that may be adopted and mailed to Agent's address. Agent shall employ salespersons to assist Agent, on such terms and conditions as Principal may require, as set forth in this agreement. NONDISCLOSURE OF PRINCIPAL'S AFFAIRS Agent agrees to keep confidential such information as Principal may from time to time impart to Agent regarding Principal's business affairs and customers. Agent will not, in whole or in part, now or at any time, disclose such information. ASSIGNMENT OF AGENT'S INVENTIONS Agent agrees, in view of the confidential information regarding Principal's business affairs, plans and necessities, that Agent will be in a position to obtain from time to time, and in partial consideration of the commissions agreed to be paid to Agent under this agreement, that Agent, on demand, will assign to Principal, or Principal's successors or assigns, any inventions or improvements Agent may make during the agency with Principal that relate to Principal's product. Agent also will sign any papers and do any acts that may be needed to secure to Principal, or Principal's successors or assigns, any rights relating to such inventions and improvements, including patents in [COUNTRY] and foreign countries. COMMISSIONS Agent, during the term of the agreement, shall receive a commission from the sale of Principal's product [if appropriate, add: and other regular-line products and accessories] sold for use in Agent's territory, whether sold by Agent or by Principal, or others, except as provided in this agreement. Agent's commission on sales made pursuant to this agreement shall be as follows: [DESCRIBE]. SALES SUBJECT TO COMMISSIONS This agreement shall apply to business procured at the time of visits to Agent's territory by Principal's superintendent, and also to all business subsequently procured either by Agent, Principal's superintendent or other representative of Principal, from customers previously worked within [NUMBER] months from the date of the latest visit of Principal's superintendent or other representative. WHEN COMMISSIONS ARE PAID Any commission to be received under this agreement shall not be credited to Agent's account on Principal's books until the purchaser has made settlement in full with Principal, either by cash or acceptable notes [SPECIFY] [if appropriate, add: and has delivered to Principal or an authorized Agent of Principal any returnable products]. If settlement is made wholly or in part by purchaser's notes, Principal may withhold payment of the commission in whole or in part until the notes are paid. Agent's account may be charged with the amount of any commission previously paid to Agent or credited to Agent's account for the unpaid part of the purchase price of [product], or the unpaid part of any note given in payment. When Principal repossesses a product, Agent shall receive commission only on the amount of money paid by purchaser prior to repossession. COMMISSIONS ON TRADE-INS Principal shall have the right to fix the amount to be allowed for products taken in exchange, and a commission will not be paid on the amount so allowed. SALES THROUGH OTHER SALES CHANNELS Agent waives any claim to a commission on any sales made in Agent's territory other than through Principal's offices or regular sales agencies when, in the opinion of Principal, the general conditions of the business in any part of the [COUNTRY] necessitate the sale of Principal's product through other sales channels. SALES IN OR FROM OTHER TERRITORIES Agent agrees not to enter the territory of any other Sales Agent of Principal for the purpose of selling Principal's product, or to endeavor, directly or indirectly, to make sales of Principal's product for use outside of Agent's territory. Should a purchaser call on Agent voluntarily and purchase Principal's product for use outside of Agent's territory, Agent shall receive commissions as follows: [DESCRIBE]. Agent further agrees that, when any other authorized sales Agent of Principal sells Principal's product for use in Agent's territory, Agent's account shall be credited with the regular commission, less the commission paid Agent making the sale. DISPUTES ON COMMISSIONS Principal shall have the right to determine, in any dispute arising between Agent and any other sales Agent of Principal, the right to commission on any sale, and Agent shall abide by and be bound by Principal's decision. LIMITATION ON COMMISSION CLAIMS Agent waives all claim for commission on sales of Principal's product, whether made by Agent or others, and all other claims of any nature whatever, if the claim is not made within [MONTHS] from the date of termination of this agreement. AGENT NOT TO SHARE COMMISSION Under no circumstances, without permission of Principal, may Agent give any part of Agent's commission to any assistant, local Agent or other person to assist Agent in making a sale. CONTENTS OF ORDERS All orders for Principal's product shall be taken on printed forms furnished by Principal, and all such orders shall be sent to Principal immediately after being signed by purchasers. The orders shall contain all conditions and agreements of every nature whatsoever between the parties to the sale, it being agreed that Principal shall not be responsible for promises or conditions not specified on the orders. Principal's product shall not be sold for more or less than the list price established by Principal. If Principal is compelled to make any concessions to customers or incur any expense by reason of a violation of these requirements, the amount of the expense may be charged to Agent's account. ACCEPTANCE OF ORDERS BY PRINCIPAL Orders taken by Agent shall not be binding until accepted by Principal. Principal reserves the right to reject any order when, in the judgment of Principal, the product ordered may not be suitable to the business of the customer. AGENT NOT TO COMPETE Agent, having agreed to devote Agent's whole time to Principal's business, shall not purchase or deal in [product] on Agent's own account in any way during the continuance of this agreement. Agent will not engage, directly or indirectly, either for Agent or as employee of any other party, in manufacturing, buying, selling or dealing in [product], in the territory described, for a period of [period of time], after the termination of the agency created by this agreement, without the written consent of Principal. REPAIRS AND MAINTENANCE OF PRODUCT","Sales Agency Agreement","7",64,"https://templates.business-in-a-box.com/imgs/1000px/sales-agency-agreement-D1254.png","https://templates.business-in-a-box.com/imgs/250px/1254.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1254.xml",{"title":6,"description":6},[92,95],{"label":93,"url":94},"Sales & Marketing","sales-marketing",{"label":96,"url":97},"Marketing & Sales Contracts","marketing-sales-contracts","sales agency agreement","/template/sales-agency-agreement-D1254",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":116},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. 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NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[142,143],{"label":93,"url":94},{"label":144,"url":145},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":149,"descriptionCustom":6,"label":150,"pages":120,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":159,"url":160},"SUPPLY AGREEMENT This Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Supplier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS [YOUR COMPANY NAME] currently supplies and distributes [SPECIFY] (the \"Product\"); WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, is prepared to sell and deliver to the Purchaser, on an ongoing basis and as its exclusive supplier, and the Purchaser is prepared to buy on this basis from [YOUR COMPANY NAME], all of the Purchaser's Product requirements; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HERETO CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, DULY RECEIVED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto, the following terms, unless the subject matter or context otherwise requires, shall have the following meanings: 1.1.1 \"Agreement\" means or refers to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof; 1.1.2 \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close; 1.1.3 \"Person\" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; and 1.1.4 \"Product\" means or refers to [SPECIFY] sold pursuant to this Agreement. 1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.3 The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. 1.4 All dollar amounts referred to in this Agreement are in lawful money of [COUNTRY]. 1.5 The preamble hereto forms an integral part of this Agreement. 2. SALE AND PURCHASE OF PRODUCTS [YOUR COMPANY NAME] hereby agrees and undertakes to sell to the Purchaser, and the Purchaser agrees and undertakes to purchase from [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, the total requirements of Product needed by the Purchaser for its day-to-day manufacturing and distributing activities during the term of this Agreement. At the date of signing of the present Agreement, the Purchaser estimates its requirements for the current year at $[AMOUNT] of Product. 3. ORDERS AND DELIVERY OF PRODUCTS 3.1 Each order for Products purchased pursuant to this Agreement shall be in writing and shall be sent to the address of the party selling the Products by mail or by fax or in such other manner expressly agreed upon between the interested parties. 3.2 Unless otherwise expressly agreed upon between the parties or as provided in Section 4, the party selling the Products shall be responsible and shall pay for the delivery, to the other party at its address hereinabove mentioned, of such Products sold hereunder. 3.3 Unless otherwise expressly agreed upon between the parties, delivery of the Products purchased hereunder shall be completed within seven Business Days of the receipt, by the party selling the Products, of the written order for such Products. 3.4 In the event that a party fails to deliver any Products requested in an order within the period provided in subsection 3.3 hereinabove, the purchasing party shall be entitled to purchase, from any person, a quantity of Products equal to quantity of Products specified in such order. In such a case, the purchasing party shall be entitled to cancel the order for the Products specified in the order. The purchasing party shall, at the same time an order is made to an other person pursuant to this subsection, send to the other party, a copy of such order indicating the quantity and the price of the Products so purchased. 3.5 The title to the Products sold hereunder shall pass from the selling party to the purchasing party upon complete payment of the purchase price of the Products mentioned in Section 4 hereinafter. The risks of lost or damage to such Products sold hereunder shall pass from the selling party to the purchasing party at the date of the delivery of the Products. 3.6 Each party shall insure the Products purchased by it hereunder for the period starting on the date of receipt of the Products and terminating when complete payment for such Products is made and, upon request, shall provide the other party with the documents evidencing that the Products are so insured. 4. PRICE OF PRODUCTS 4.1 For the initial term of this Agreement stipulated in sub-section 6.1 hereinafter, the price of the Product sold by [YOUR COMPANY NAME] to the Purchaser hereunder shall be [SPECIFY PRICING SCHEME]. 4.2 The prices of the Products sold pursuant to this Agreement during any subsequent term provided for in sub-section 6.1 hereinafter shall be mutually agreed upon by the parties hereunder. 4.3 The prices of the Products determined pursuant to this section 4 shall be delivered prices and shall be increased by the amount of any taxes or other governmental charges payable with respect to the sale of the Products (other than income tax, business or real property taxes) now in effect or becoming effective after the date thereof. 5. TERMS OF PAYMENT 5.1 Each party shall pay to the other party at its address hereinabove mentioned, within [NUMBER] calendar days from the date of receipt of the Products purchased, the price for such Products as determined pursuant to section 4 hereinabove. 5.2 The price of the Products purchased hereunder will be discounted by [PERCENTAGE %] if complete payment for the Products is made within [NUMBER] calendar days of receipt by the purchasing party. 5.3 The Purchaser agrees to pay a monthly interest charge on overdue amounts for Products purchased hereunder calculated on the basis of an annual rate of interest equal to the prime rate in effect on the due date of payment, plus [PERCENTAGE % IN LETTERS] percent (PERCENTAGE %]). 6. TERM OF AGREEMENT 6.1 Subject to the provisions of sub-sections 6.2 to 6.4 hereinafter, this Agreement shall be in force for an initial term of one year commencing on the date of signature. This Agreement shall be automatically renewed for additional [NUMBER IN LETTERS] ([NUMBER]) year terms unless either party terminates it upon written notice given to the other party at least [NUMBER] calendar days prior to the end of the initial term or of any subsequent terms. 6.2 Notwithstanding the provisions of sub-section 6.1, this Agreement shall be automatically terminated in the event that the parties hereto fail to agree in writing, at the latest on the thirtieth day preceding the beginning of any subsequent term, on the price for the Products to be sold hereunder during such subsequent term as provided for in sub-section 4.3 hereinabove. 6.3 Notwithstanding the provisions of sub-section 6.1 and in addition to Section 6","Supply Agreement",62,"https://templates.business-in-a-box.com/imgs/1000px/supply-agreement-D918.png","https://templates.business-in-a-box.com/imgs/250px/918.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#918.xml",{"title":6,"description":6},[157,158],{"label":17,"url":112},{"label":17,"url":112},"supply agreement","/template/supply-agreement-D918",{"description":162,"descriptionCustom":6,"label":163,"pages":120,"size":151,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":172,"url":173},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[169],{"label":170,"url":171},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":435,"comparisons":452,"diy_vs_lawyer":466,"jurisdictions":479,"related_template_ids_curated":500,"schema":510,"classification":511},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Manufacturing Distribution Agreement Template | BIB","Free manufacturing distribution agreement template. Covers territory, pricing, IP, exclusivity, and termination.","manufacturing distribution agreement template",[181,182,183,184,185,186,187],"distribution agreement template","manufacturing distribution contract","exclusive distribution agreement template","distributor agreement template word","distribution agreement template free","manufacturer distributor contract template","product distribution agreement template",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Manufacturing Distribution Agreement is a legally binding contract between a manufacturer and a distributor that governs how the distributor purchases, markets, and resells the manufacturer's products in a defined territory. This free Word download covers territory rights, pricing, minimum purchase obligations, IP usage, confidentiality, and termination in a single document you can edit online and export as PDF for execution.\n","Use it when appointing a regional or national distributor to sell your manufactured goods, when entering a new market through a third-party distribution partner, or when replacing an informal reseller arrangement with enforceable written terms.\n","Territory definition and exclusivity rights, product specifications and pricing, minimum purchase requirements, marketing and branding obligations, intellectual property licensing, confidentiality, warranties, indemnification, and termination conditions including cure periods and post-termination obligations.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Manufacturers and producers","Appointing a regional distributor to sell products without direct retail presence","persona-manufacturer",{"title":205,"use_case":206,"icon_asset_id":207},"Wholesale distributors","Securing exclusive or preferred territory rights before investing in warehousing","persona-wholesaler",{"title":209,"use_case":210,"icon_asset_id":211},"Export managers","Formalizing cross-border distribution arrangements with foreign resellers","persona-export-manager",{"title":213,"use_case":214,"icon_asset_id":215},"Startup product companies","Scaling distribution through third-party partners without building a direct sales force","persona-startup-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Import and trading companies","Establishing binding terms with overseas manufacturers before taking on inventory risk","persona-importer",{"title":221,"use_case":222,"icon_asset_id":223},"Supply chain and operations directors","Standardizing distribution contracts across multiple channel partners","persona-operations-director",[225,228,232,235,239,243,247],{"situation":226,"recommended_template":75,"slug":227},"Granting a single distributor sole rights within a territory","exclusive-distribution-agreement-D1240",{"situation":229,"recommended_template":230,"slug":231},"Appointing multiple distributors in the same region","Non-Exclusive Distribution Agreement","non-exclusive-distribution-agreement-D12744",{"situation":233,"recommended_template":84,"slug":234},"Distributing through a sales agent who does not take title to goods","sales-agency-agreement-D1254",{"situation":236,"recommended_template":237,"slug":238},"Selling directly to a buyer who resells under their own brand","Wholesale Purchase Agreement","wholesale-agreement-D12707",{"situation":240,"recommended_template":241,"slug":242},"Short-term or trial distribution arrangement before a full commitment","Distribution Letter of Intent","letter-of-intent-D12655",{"situation":244,"recommended_template":245,"slug":246},"Distributing software or digital products rather than physical goods","Software Distribution Agreement","software-distribution-agreement-D804",{"situation":248,"recommended_template":51,"slug":249},"Granting a third party the right to manufacture and sell under your brand","manufacturing-license-agreement-D13844",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Exclusive Distribution","A grant of rights giving a single distributor the sole authority to sell the manufacturer's products within a defined territory, excluding all other distributors and sometimes the manufacturer itself.",{"term":255,"definition":256},"Territory","The geographic area — country, region, state, or postal zone — within which the distributor is authorized to sell the manufacturer's products.",{"term":258,"definition":259},"Minimum Purchase Obligation","A contractual requirement that the distributor purchase at least a specified quantity or dollar value of products per period, typically used to protect the manufacturer from an inactive distributor holding territory rights.",{"term":261,"definition":262},"Transfer Price","The price at which the manufacturer sells products to the distributor, distinct from the price the distributor charges its end customers.",{"term":264,"definition":265},"Resale Price Maintenance (RPM)","An arrangement where the manufacturer sets the minimum or maximum price at which the distributor may resell products — subject to competition law restrictions in most jurisdictions.",{"term":267,"definition":268},"Shelf Life / Sell-Through Obligation","A contractual requirement that the distributor sell or return products within a defined period to prevent outdated inventory from remaining in the channel.",{"term":270,"definition":271},"Indemnification","A clause requiring one party to compensate the other for specific losses — for example, the manufacturer indemnifying the distributor against product liability claims.",{"term":273,"definition":274},"Intellectual Property License","A limited grant allowing the distributor to use the manufacturer's trademarks, logos, and trade dress solely for the purpose of marketing and selling the authorized products.",{"term":276,"definition":277},"Termination for Cause","The right to end the agreement immediately upon a material breach — such as non-payment, unauthorized territory sales, or insolvency — without the standard notice period.",{"term":279,"definition":280},"Post-Termination Obligations","Duties that survive contract termination, including return or destruction of unsold inventory, cessation of IP use, and handover of customer records.",{"term":282,"definition":283},"Force Majeure","A clause excusing a party's non-performance when an extraordinary event beyond their control — such as a natural disaster, war, or government action — makes performance impossible.",{"term":285,"definition":286},"Gray Market","The unauthorized resale of genuine products through channels outside the manufacturer's approved distribution network, often across territorial boundaries at discounted prices.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties, recitals, and appointment","Identifies the manufacturer and distributor as legal entities, states the background of the commercial relationship, and formally appoints the distributor to sell specified products.","[MANUFACTURER LEGAL NAME] ('Manufacturer') hereby appoints [DISTRIBUTOR LEGAL NAME] ('Distributor') as its [exclusive / non-exclusive] distributor for the Products listed in Schedule A within the Territory defined in Schedule B, and Distributor accepts such appointment.","Using a trade name instead of the registered legal entity. If the manufacturer's entity name differs from its brand, enforcement of IP and payment obligations becomes ambiguous.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Territory and exclusivity","Defines the geographic boundaries of the distributor's rights and states whether those rights are exclusive, non-exclusive, or sole (manufacturer retains direct sales rights).","The Territory shall be [COUNTRY / REGION / STATES]. During the Term, Manufacturer shall not appoint any other distributor within the Territory [and shall not sell directly to end customers within the Territory] without Distributor's prior written consent.","Granting exclusivity without a minimum purchase obligation. Without a purchase floor, the distributor can hold an exclusive territory indefinitely without generating meaningful sales volume.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Products, pricing, and transfer terms","Lists the products covered, sets the transfer price or pricing formula, and defines the commercial terms — including currency, payment due dates, and volume discounts.","Manufacturer shall sell Products to Distributor at the prices set out in Schedule C, subject to revision on [30] days' written notice. Payment is due Net [30] days from invoice date. Prices are in [USD / GBP / EUR] and exclude freight, insurance, and applicable taxes.","Failing to include a price-change notice period. Unilateral price increases with no notice give the distributor no time to adjust existing customer commitments, leading to disputes and early termination.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Minimum purchase obligations","Sets the minimum annual or quarterly purchase volume the distributor must meet, and states the consequence of missing the target — typically conversion from exclusive to non-exclusive or early termination right.","Distributor shall purchase no less than [QUANTITY / VALUE] of Products per [calendar year / quarter] ('Minimum Purchase Obligation'). Failure to meet the Minimum Purchase Obligation in any period gives Manufacturer the option, on [30] days' notice, to convert this Agreement to non-exclusive.","Setting minimum purchase obligations in units rather than dollars when product mix varies. A unit-based floor can be met by buying only the cheapest SKUs, leaving the manufacturer's premium lines unrepresented.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Marketing, branding, and promotional obligations","Requires the distributor to actively promote the products using approved materials, sets minimum marketing spend or activity requirements, and restricts use of the manufacturer's trademarks to approved formats.","Distributor shall conduct marketing activities in accordance with Manufacturer's brand guidelines (Schedule D) and shall spend no less than [X]% of net sales on promotion of the Products within the Territory per year. All marketing materials require Manufacturer's prior written approval.","No approval requirement for marketing materials. Distributor-created materials using the manufacturer's trademarks in non-compliant or culturally inappropriate ways can cause lasting brand damage.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Intellectual property license","Grants the distributor a limited, non-transferable license to use the manufacturer's trademarks, trade dress, and product documentation solely for authorized sales activities, and reserves all other IP rights to the manufacturer.","Manufacturer grants Distributor a limited, non-exclusive, non-transferable license to use Manufacturer's Marks solely to market and sell the Products within the Territory during the Term. All goodwill arising from such use inures to Manufacturer. Distributor shall not register any Manufacturer Mark in any jurisdiction.","No restriction on the distributor registering the manufacturer's trademarks in the territory. In several jurisdictions — particularly in Asia — a distributor can register a foreign brand's mark and hold it hostage unless the agreement explicitly prohibits this.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Confidentiality","Prohibits both parties from disclosing the other's confidential information — including pricing, customer lists, product roadmaps, and trade secrets — during and after the agreement.","Each party ('Receiving Party') shall hold the other party's Confidential Information in strict confidence and shall not disclose it to any third party without the Disclosing Party's prior written consent. This obligation survives termination for [3] years.","Defining confidentiality as mutual without carving out publicly available information. A clause that treats all information as confidential is unworkable in practice and may be unenforceable as written.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Warranties, liability, and indemnification","States the manufacturer's product warranties, limits each party's liability for indirect damages, and allocates responsibility for product liability claims and third-party IP infringement.","Manufacturer warrants that Products will conform to the specifications in Schedule A for [12] months from date of delivery. Manufacturer shall indemnify Distributor against third-party product liability claims arising from defects in manufacturing. Neither party is liable for indirect, consequential, or punitive damages.","No cap on the manufacturer's aggregate liability. Without a liability cap — typically set at 12 months of fees paid — a single product defect claim can expose the manufacturer to uncapped losses.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Term, termination, and cure","Sets the initial contract duration, renewal mechanism, and the conditions under which either party may terminate — for cause (immediately), for convenience (on notice), or for missed purchase obligations.","This Agreement commences on [START DATE] and continues for [2] years ('Initial Term'), renewing automatically for [1]-year periods unless either party gives [90] days' written notice of non-renewal. Either party may terminate for material breach that remains uncured [30] days after written notice.","No cure period for payment defaults. Terminating immediately on first non-payment — especially for a distributor who is otherwise performing well — is commercially disruptive and courts in many jurisdictions view it as a disproportionate remedy.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Post-termination obligations and governing law","Requires the distributor to stop using IP, return or destroy inventory within a defined period, and hand over customer data. States the governing law and dispute resolution mechanism.","Upon termination, Distributor shall immediately cease use of Manufacturer's Marks and, within [30] days, return or destroy unsold inventory at Manufacturer's election. Customer and sales data relating to the Products shall be transferred to Manufacturer within [14] days. This Agreement is governed by the laws of [JURISDICTION]. Disputes shall be resolved by [arbitration / courts of CITY].","No post-termination inventory buyback provision. A distributor left holding significant unsold stock with no buyback right has every incentive to dump product at below-floor pricing, damaging the brand in the territory.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify both parties with full legal entity names","Enter the manufacturer's and distributor's registered legal names, jurisdictions of incorporation, and principal business addresses. Confirm the entity type (LLC, Inc., Ltd.) matches corporate registry records.","Request a recent certificate of incorporation from the distributor before signing — it confirms the entity name and that they are in good standing.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the territory precisely","State the geographic scope by country, region, state, or postal code range. If the territory is exclusive, list any carve-outs — such as the manufacturer's direct key accounts — explicitly.","Ambiguous territory definitions are the single most common source of distribution disputes. Use ISO country codes or official administrative boundaries, not informal region names like 'the Midwest.'",{"step":350,"title":351,"description":352,"tip":353},3,"List the covered products in Schedule A","Attach a product schedule listing each SKU, product name, and specification. Decide whether future products are automatically included or require a separate amendment.","State explicitly whether the agreement covers current products only or all products manufactured by the company. Silence here typically benefits the distributor.",{"step":355,"title":356,"description":357,"tip":358},4,"Set pricing, payment terms, and the price-change notice period","Enter transfer prices or the pricing formula in Schedule C. Set Net 30 or Net 60 payment terms and a minimum notice period — typically 30–60 days — for price changes.","Index transfer prices to a cost component (e.g., commodity price index) if raw material volatility is significant, to avoid renegotiation every time costs shift.",{"step":360,"title":361,"description":362,"tip":363},5,"Set minimum purchase obligations and review frequency","Enter the annual or quarterly minimum in dollars (not units) and the consequence of missing the floor — conversion to non-exclusive is the most common remedy. Include a review mechanism to reset minimums each year.","Set Year 1 minimums at 60–70% of your realistic forecast to give the distributor a ramp period. Aggressive floors in Year 1 push distributors to negotiate exclusivity out of the deal entirely.",{"step":365,"title":366,"description":367,"tip":368},6,"Attach brand guidelines and marketing approval requirements","Reference the current brand guidelines in Schedule D and specify the approval process — typically written approval within 10 business days. State whether digital and social media assets require separate approval.","Include a deemed-approval provision: if the manufacturer does not respond to a materials request within the stated window, the materials are considered approved. This keeps the distributor from being blocked by slow internal reviews.",{"step":370,"title":371,"description":372,"tip":373},7,"Complete the term, renewal, and termination clauses","Set an initial term of 1–3 years with automatic annual renewal. Specify notice periods for non-renewal (90 days is standard), for-cause termination triggers, and the cure period for remediable breaches (30 days is typical).","Consider including a step-down exclusivity clause: if the distributor misses purchase minimums two periods in a row, exclusivity converts to non-exclusive automatically without requiring termination.",{"step":375,"title":376,"description":377,"tip":378},8,"Confirm governing law and sign before the relationship begins","Select the governing jurisdiction — typically the manufacturer's home state or country — and the dispute resolution mechanism. Both authorized signatories must execute the agreement before the first product shipment.","For cross-border agreements, include a UN CISG opt-out clause if you want domestic sales law to apply — the CISG applies by default to international contracts between parties in signatory states unless excluded.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Granting exclusivity without minimum purchase obligations","A distributor can lock up an entire territory indefinitely without generating meaningful sales, preventing the manufacturer from appointing an active partner or selling directly.","Tie exclusivity explicitly to minimum purchase thresholds. If minimums are missed, the agreement converts to non-exclusive automatically after a defined cure period.",{"mistake":385,"why_it_matters":386,"fix":387},"No restriction on distributor trademark registration","In many jurisdictions — particularly across Asia and parts of Latin America — a distributor can register the manufacturer's brand locally and later demand payment or litigation to release it.","Include an express prohibition on the distributor registering any manufacturer trademark, trade name, or domain in any jurisdiction, with an obligation to cooperate in cancellation if a registration occurs.",{"mistake":389,"why_it_matters":390,"fix":391},"Setting transfer prices without a change-notice period","A price increase applied immediately to open orders leaves the distributor locked into commitments made under the prior price, creating cash losses and triggering breach claims.","Require written notice of any price change at least 30 to 60 days in advance and state that orders placed before the notice date are fulfilled at the prior price.",{"mistake":393,"why_it_matters":394,"fix":395},"No post-termination inventory buyback provision","A terminated distributor holding unsold stock has no incentive to manage pricing carefully — they may sell below minimum prices or through unauthorized channels to recoup their investment.","Include a buyback obligation requiring the manufacturer to repurchase unsold, undamaged inventory at transfer price within 30 days of termination, excluding any stock the distributor damaged or discounted without authorization.",{"mistake":397,"why_it_matters":398,"fix":399},"Omitting a cap on aggregate liability","Without a liability ceiling, a single product recall or IP infringement claim can expose the manufacturer to damages that dwarf the commercial value of the distribution relationship.","Cap each party's aggregate liability at 12 months of transfer prices paid under the agreement in the preceding year, with explicit carve-outs only for fraud, willful misconduct, and death or personal injury.",{"mistake":401,"why_it_matters":402,"fix":403},"No cure period for payment or performance defaults","Immediate termination for a first payment default is disproportionate in most commercial relationships and is treated skeptically by courts in the UK, EU, and Canada. It also destroys the goodwill the distribution relationship was built to create.","Grant a 15- to 30-day written notice and cure period for payment defaults, and a 30- to 60-day period for other material breaches. Reserve immediate termination only for insolvency, fraud, and IP misuse.",[405,408,411,414,417,420,423,426,429,432],{"question":406,"answer":407},"What is a manufacturing distribution agreement?","A manufacturing distribution agreement is a legally binding contract between a manufacturer and a distributor that defines the terms under which the distributor purchases, markets, and resells the manufacturer's products in a specified territory. It covers pricing, exclusivity, minimum purchase requirements, brand usage, liability allocation, and termination conditions. Without one, the commercial relationship is governed by informal arrangements and jurisdiction-specific default rules — typically more favorable to the distributor.\n",{"question":409,"answer":410},"What is the difference between an exclusive and non-exclusive distribution agreement?","An exclusive distribution agreement gives a single distributor the sole right to sell the manufacturer's products in a defined territory, typically prohibiting the manufacturer from appointing other distributors or selling directly in that region. A non-exclusive agreement allows the manufacturer to appoint multiple distributors in the same territory simultaneously. Exclusivity is a valuable right that should always be tied to minimum purchase obligations — otherwise the distributor can hold the territory indefinitely without performing.\n",{"question":412,"answer":413},"Does a distribution agreement need to be in writing?","No law in most jurisdictions strictly requires a distribution agreement to be in writing, but oral or informal arrangements are nearly impossible to enforce reliably. Courts in the EU, UK, and Canada apply implied terms and good-faith obligations that can override informal understandings in ways that favor the distributor. A signed written agreement with clearly defined territory, pricing, and termination terms is the only reliable way to manage the relationship.\n",{"question":415,"answer":416},"How long should a manufacturing distribution agreement last?","Initial terms of one to three years with automatic annual renewal are standard for most product categories. Shorter terms — one year — are appropriate for new distributor relationships or fast-moving markets where pricing and product lines change frequently. Longer initial terms of three to five years may be appropriate where the distributor is making a significant upfront investment in warehousing, sales infrastructure, or market development. Always include a non-renewal notice period of 60 to 90 days.\n",{"question":418,"answer":419},"Can a manufacturer terminate a distribution agreement early?","Yes, generally — most distribution agreements include termination rights for material breach (with a cure period), insolvency, or change of control of the distributor. Termination for convenience (without cause) is also common but typically requires a longer notice period — 90 to 180 days. In some EU member states, commercial agents and distributors have statutory rights to compensation upon termination that apply regardless of what the contract says, so legal review is advisable before terminating a cross-border distribution relationship.\n",{"question":421,"answer":422},"What happens to unsold inventory when a distribution agreement ends?","The contract should specify this explicitly. Common approaches include a manufacturer buyback obligation at transfer price (minus any distributor discount earned), a sell-off period of 30 to 90 days during which the distributor can clear remaining stock, or an obligation to return inventory at the distributor's cost. Without a clear provision, terminated distributors often dump remaining stock at below-floor pricing, damaging the brand in the territory.\n",{"question":424,"answer":425},"Is resale price maintenance legal in a distribution agreement?","Setting a minimum resale price — the price below which the distributor cannot sell to end customers — is treated as a serious competition law violation in the US (under the Sherman Act), the EU, and the UK. It is generally permissible only for genuine consignment arrangements where the manufacturer retains title to the goods. Manufacturers can, however, publish recommended retail prices (RRPs) as a guideline, provided they do not enforce them as a binding floor.\n",{"question":427,"answer":428},"Do I need a lawyer to draft a manufacturing distribution agreement?","For straightforward domestic distribution with a well-understood product line and a known commercial partner, a high-quality template reviewed internally is often sufficient for initial arrangements. Legal review is strongly advisable when the distributor operates in a different country, exclusivity is being granted, the product carries significant liability risk, or the relationship involves material upfront investment by either party. Cross-border agreements in particular carry jurisdiction-specific termination compensation rules that a template alone cannot anticipate.\n",{"question":430,"answer":431},"What governing law should I choose for a cross-border distribution agreement?","Manufacturers typically prefer their home jurisdiction's law as the governing law. However, courts in some countries — notably within the EU — may apply local mandatory rules on distributor termination compensation regardless of the chosen governing law. For agreements with EU or UK distributors, choose a neutral arbitration forum such as the ICC or LCIA and specify a dispute resolution seat in a commercially neutral jurisdiction like England, Switzerland, or Singapore, subject to legal advice for the specific countries involved.\n",{"question":433,"answer":434},"What is a gray market and how does a distribution agreement prevent it?","A gray market occurs when genuine products are sold through unauthorized channels — for example, a distributor in a lower-price territory reselling to buyers in a higher-price territory to arbitrage the price difference. Distribution agreements prevent this by including explicit prohibitions on active sales outside the territory, reporting obligations on customer destination, and termination rights for territory violations. These clauses are generally enforceable in the US and UK but must be drafted carefully within EU competition law, which restricts absolute territorial restrictions.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Consumer goods and FMCG","industry-retail","Shelf-life and sell-through obligations, promotional co-funding requirements, and retailer-specific compliance terms are central to FMCG distribution agreements.",{"industry":441,"icon_asset_id":442,"specifics":443},"Industrial equipment and machinery","industry-manufacturing","Distributor certification requirements, after-sales service and spare parts obligations, and product liability indemnification are critical given the safety exposure of equipment sales.",{"industry":445,"icon_asset_id":446,"specifics":447},"Food and beverage","industry-food-beverage","Temperature-controlled storage compliance, regulatory import approvals, country-of-origin labeling, and expiry-date management create specialized obligations that must be reflected in the agreement.",{"industry":449,"icon_asset_id":450,"specifics":451},"Healthcare and medical devices","industry-healthtech","FDA or CE-mark compliance by the distributor, adverse event reporting obligations, and regulatory recall cooperation clauses are non-negotiable in medical device distribution arrangements.",[453,456,459,462],{"vs":84,"vs_template_id":454,"summary":455},"sales-agency-agreement-D13697","A sales agency agreement engages an agent who solicits orders on the manufacturer's behalf but never takes title to the goods — the manufacturer contracts directly with end customers and bears inventory risk. A distribution agreement transfers title and inventory risk to the distributor, who buys at transfer price and resells at a margin. The distinction matters enormously for tax, liability, and EU commercial agency compensation rules.",{"vs":237,"vs_template_id":457,"summary":458},"purchase-order-D1411","A wholesale purchase agreement governs a single transaction or series of spot purchases at agreed prices — it does not create an ongoing relationship, territory rights, or marketing obligations. A manufacturing distribution agreement is a framework governing the entire commercial relationship over time, including exclusivity, brand usage, and minimum purchase commitments.",{"vs":51,"vs_template_id":460,"summary":461},"licensing-agreement-D157","A manufacturing license agreement grants a third party the right to manufacture products using the licensor's IP, often for sale under the licensor's brand. A distribution agreement grants the right to sell products already manufactured by the manufacturer. The fundamental difference is who bears manufacturing responsibility and the associated production risk.",{"vs":463,"vs_template_id":464,"summary":465},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during pre-contract negotiations or ongoing operations but creates no commercial relationship, no distribution rights, and no obligations to buy or sell. An NDA should be signed before distribution negotiations begin; the distribution agreement itself then contains its own confidentiality clause covering the ongoing relationship.",{"use_template":467,"template_plus_review":471,"custom_drafted":475},{"best_for":468,"cost":469,"time":470},"Domestic distribution arrangements with known partners, straightforward product lines, and no exclusivity","Free","1–2 hours to complete",{"best_for":472,"cost":473,"time":474},"Exclusive territory grants, high-value product lines, or arrangements with a distributor in a different province or state","$500–$1,500","3–5 business days",{"best_for":476,"cost":477,"time":478},"Cross-border distribution in the EU, UK, or Asia; products with significant liability exposure; or distributor investments requiring long-term commitments","$2,500–$8,000+","2–4 weeks",[480,485,490,495],{"code":481,"name":482,"flag_asset_id":483,"note":484},"us","United States","flag-us","US distribution agreements are governed primarily by state contract law and the UCC for goods transactions. There is no federal statute requiring compensation upon termination, but several states — including Wisconsin, Puerto Rico, and New Jersey — have dealer protection laws that may grant distributors termination rights regardless of contract terms. Resale price maintenance is per se illegal under the Sherman Act. Antitrust review of exclusive territorial restrictions is assessed under the rule of reason.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"ca","Canada","flag-ca","Canadian distribution agreements are governed by provincial law. Quebec's Civil Code creates stronger implied good-faith obligations than common-law provinces. There is no statutory distributor compensation right analogous to EU commercial agent rules, but courts apply the duty of good faith broadly on termination. French-language requirements under Quebec's Charter of the French Language may require that contracts with Quebec-based distributors be available in French.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"uk","United Kingdom","flag-uk","Post-Brexit, UK distribution law no longer applies EU block exemptions directly, though the UK has retained a largely equivalent vertical agreements block exemption. Pure distributors — as opposed to commercial agents — do not benefit from the Commercial Agents Regulations and have no statutory right to compensation upon termination. However, courts apply good-faith principles and may imply reasonable notice periods. Competition law review of exclusivity and pricing clauses is administered by the Competition and Markets Authority.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"eu","European Union","flag-eu","EU distribution agreements must comply with the Vertical Block Exemption Regulation (VBER 2022), which permits exclusive territory restrictions below a 30% market-share threshold but prohibits absolute territorial exclusivity that prevents passive sales. Pure distributors are not covered by the Commercial Agents Directive, but several EU member states — including Belgium, Germany, and France — have enacted national laws granting distributors compensation or notice rights on termination that apply regardless of governing law choice. GDPR applies to any customer data transferred under the agreement.",[234,464,501,457,502,503,504,505,506,507,508,509],"technology-licensing-agreement-D13434","supply-agreement-D918","independent-contractor-agreement-D160","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","joint-venture-agreement-D889","trademark-license-agreement-D5230","sales-invoice-D383","cease-and-desist-letter-D12916",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":112,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":521},"distribution-and-channel","agreement","manufacturing","all-stages",[514,517,518,519,520],"contract","distribution-agreement","channel-partner","territory-rights",0.95,"\u003Ch2>What is a Manufacturing Distribution Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Manufacturing Distribution Agreement\u003C/strong> is a legally binding contract between a manufacturer and a distributor that establishes the full terms of their commercial relationship — including the products covered, the geographic territory in which the distributor may sell, whether those rights are exclusive or non-exclusive, the transfer pricing structure, minimum purchase obligations, permitted use of the manufacturer's brand and trademarks, and the conditions under which either party may terminate. Unlike a one-off purchase order or informal reseller arrangement, a distribution agreement creates an ongoing framework governing every transaction and obligation between the two parties for the duration of the relationship.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Distributing products through a third party without a written agreement exposes the manufacturer on every front simultaneously. A distributor with no minimum purchase obligation can hold an exclusive territory indefinitely while generating negligible sales — blocking the manufacturer from appointing an active partner or entering the market directly. Without IP provisions, the distributor may register the manufacturer's trademarks locally, creating a legal hostage situation that is expensive to unwind. Without clear termination terms and post-termination inventory obligations, a departing distributor can dump remaining stock at below-floor prices, damaging the brand in a market the manufacturer worked years to build. A signed, comprehensive distribution agreement closes each of these gaps before the first shipment leaves the warehouse, and gives both parties a clear roadmap for resolving disputes commercially rather than in court.\u003C/p>\n",1778773577137]