[{"data":1,"prerenderedAt":510},["ShallowReactive",2],{"document-non-exclusive-distribution-agreement-D12744":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":509},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"NON-EXCLUSIVE DISTRIBUTION AGREEMENT This Non-Exclusive Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [DISTRIBUTOR NAME] (the \"Distributor\"), 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 the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) twenty-five percent (25%) or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory to distribute the Products on a non-exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. \"House Accounts\" shall mean those Customers in the Territory who purchase Products directly from the Company. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Appointment Company hereby appoints Distributor as Company's non-exclusive distributor of Products in the Territory, and Distributor accepts that position. Appointment of Nonexclusive Distributor. Subject to the terms and conditions of this Agreement, the Company appoints the Distributor, and the Distributor hereby accepts such appointment, as the Company's non-exclusive authorized distributor for sale of the Products to the Customers (other than House Account) in the Territory (as these terms are defined in Section 1, above). Designation of House Account. In the event the Company notifies the Distributor that they have designated a Customer of the Distributor as a new House Account, such Customer will become a House Account effective Ninety (90) days following such notice. At the Company's sole discretion, they may compensate the Distributor for extraordinary sales and distribution efforts rendered prior to the designation of the new House Account. Referrals If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. Relationship of Parties Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by Distributor Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. 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Accurately represent and state Company policies to all potential and present customers. Promptly mail in all leads and orders to the Company. Inform the sales manager of all problems concerning Company customers within the sales territory. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area. Telephone the Company with reasonable frequency to discuss sales activity within the territory. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement. ","Sales Representative Agreement","2",36,"https://templates.business-in-a-box.com/imgs/1000px/sales-representative-agreement-D556.png","https://templates.business-in-a-box.com/imgs/250px/556.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#556.xml",{"title":6,"description":6},[93,96,99],{"label":94,"url":95},"Human Resources","human-resources",{"label":97,"url":98},"Hire an Employee","hire-employee",{"label":18,"url":100},"business-legal-agreements","sales representative agreement","/template/sales-representative-agreement-D556",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":115,"url":116},"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","6",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},[113,114],{"label":18,"url":100},{"label":18,"url":100},"supply agreement","/template/supply-agreement-D918",{"description":118,"descriptionCustom":6,"label":119,"pages":106,"size":9,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":128},"WHOLESALE AGREEMENT This Wholesale Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME] (the \"Customer\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] All sales made by [COMPANY NAME] (\"Seller\") to you (\"Customer\") are governed by these Terms and Conditions of Sale unless otherwise indicated by [COMPANY NAME] in writing. Please read these Terms and Conditions thoroughly before applying for wholesale pricing The Seller reserves the right to amend or modify these Terms and Conditions of sale at any time at its sole discretion. Seller shall not accept Customer's purchase orders unless and until Customer consents to these Terms and Conditions of Sale and completes the Wholesale Application. These Terms and Conditions of Sale as set forth in this document will govern all transactions between Customer and Seller. These Terms and Conditions of Sale also apply to all future transactions unless modified in writing signed by Seller and Customer. Distribution grant Seller hereby grants to Customer and Customer hereby accepts from Seller the non-exclusive right to distribute [COMPANY NAME] products subject to all terms and conditions set forth in this Agreement. Customer shall not, directly or indirectly, including through any agents, distribute, market, sell or solicit orders for any [COMPANY NAME] products on any of the third-party selling platform, including, but not limited to [SPECIFY]. Customer further covenants and agrees not to distribute, market or sell [COMPANY NAME] products to any person if the Customer knows or has any reason to believe that such [COMPANY NAME] product will be resold by such person, directly or indirectly, on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY]. If Customer becomes aware that any person to whom Customer supplies any [COMPANY NAME] product is marketing or selling, or is planning to market or sell, the [COMPANY NAME] product on any of the [SPECIFY] selling platform, including, but not limited to [SPECIFY], Customer shall immediately notify Seller and shall cease forthwith to supply such person with [COMPANY NAME] product. Method of ordering Once the Customer's account has been established and a Wholesale Agreement has been signed, [COMPANY NAME] will configure the Customer's account so that the customer has access to [COMPANY NAME] wholesale prices through the online store. The Customer must place the wholesale order online via our website and the wholesale account will only provide access to wholesale products. Acceptance of orders All orders placed by Customer are subject to Seller's acceptance. Seller hereby reserves the right to reject any order, in whole, or in part, for any reason whatsoever. Minimum original order The minimum original order is $ [SPECIFY] and must be paid to the Seller by the Customer by [SPECIFY TYPE OF PAYMENT METHOD]. The seller accepts [VISA/MASTERCARD/OTHER] as acceptable credit cards for initial orders. For credit card purchases, 100% of purchase price will be billed at the time of shipment. Order will generally be shipped within [SPECIFY] days of placing the order. If more lead time is needed, Customer will be notified within [SPECIFY] days. Minimum re-order The minimum re-order amount is $ [SPECIFY]. Terms may be extended by the Seller to the Customer for reorders as outlined below. For credit card purchases, 100% of the purchase price will be billed at the time the goods are ready to be shipped. Payments [COMPANY NAME] accept any of the following methods of payment for wholesale accounts: Credit card (Visa, MC, etc.) Bank wire transfer Paypal Certified cashier's check from major banking institution COD payments are not accepted. All wholesale account payments will be subject to a \"waiting\" period to verify clearance of the funds before any shipment will be made. After the funds have been properly verified as released and deposited to Seller's accounts, shipment of requested products will be sent. All orders must be paid in full at time of purchase. Seller will not ship any order that is unpaid Shipping Orders will be shipped by the Seller via UPS, DHL, FedEx or another company. Alternatively, orders may be shipped by any method arranged for by the Customer. [COMPANY NAME] will try to accommodate all rush orders. Most small orders, up to [SPECIFY] units, are shipped within [SPECIFY] business days after order and payment are received. Special orders and backorders will require additional time and can be estimated at the customer's request on a case by case basis. Actual shipping time is contingent upon availability of goods and credit verification. Seller will not be responsible for shipping delays caused by a carrier. Notice of defects The Customer is responsible for inspecting the goods upon receipt. Any goods with visible damage must be reported to the Seller, upon receipt of the goods, in the customer's warehouse. The Customer shall notify the Seller in writing, within 5 days of receipt of the goods by the Customer, of any claim for damage resulting from any defect in the goods discovered by the Customer, including, without limitation, claims relating to missing parts, quality, or specifications. The Seller is not responsible for missing parts when deliveries are intended for a third party other than the Customer. Acceptance of late or defective merchandise Failure by the Customer to provide written notice of a claim, as set out in these Terms and Conditions of Sale, constitutes a waiver of any future claim that the Customer may have for damages resulting from such defects, including late delivery. Changes to pricing & products Prices are subject to change without notice. All goods will be shipped at the prices in effect at the time of shipping. The Seller reserves the right, at its sole discretion, to change packaging and any included documentation. All orders are subject to availability. Confidentiality Customer shall not disclose and shall otherwise maintain the confidentiality of all pricing information, terms, and advance product information supplied by the seller","Wholesale Agreement","https://templates.business-in-a-box.com/imgs/1000px/wholesale-agreement-D12707.png","https://templates.business-in-a-box.com/imgs/250px/12707.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12707.xml",{"title":124,"description":6},"wholesale agreement",[126,127],{"label":18,"url":100},{"label":18,"url":100},"/template/wholesale-agreement-D12707",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":133,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":138,"keywords":143,"url":144},"SOFTWARE DISTRIBUTION AGREEMENT This Software Distribution Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [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] AND: [COMPANY 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: (A) The Company is the proprietor of certain computer software known as \"[SPECIFY]\". (B) The Company has agreed to appoint the Distributor as its non-exclusive distributor to distribute and sub-license such software and its associated documentation in the Territory (as hereinafter defined) on the terms and conditions hereinafter contained. NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: 1.1. \"Business day\" means a day other than a Saturday, Sunday or a public holiday; 1.2. [\"Distributor Modifications\" means all modifications and enhancements of the Software made by the Distributor pursuant to paragraph 7.4 but excluding any such modifications or enhancements which are adopted by the Company and embodied in the Software from time to time.] 1.3. \"End-User Agreement\" means a software license and support agreement in the form set out in Schedule 1 or in such other form as the Company may from time to time direct or approve in writing and as the same may be amended from time to time. 1.4. \"Intellectual property rights\" means patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country. 1.5. \"Licensee\" means a person situated in the Territory who is a party to an End-User Agreement with the Distributor and the Company in respect of the Software. 1.6. \"Product Description\" means the product description of the Software describing the facilities and functions thereof as supplied to the Distributor by the Company from time to time. 1.7. \"Software\" means the Company's [\"·\"] software and all modifications, enhancements and replacements thereof and additions thereto provided by the Company and made available to the Distributor from time to time pursuant to this Agreement [but excluding Distributor Modifications]. 1.8. \"Software Documentation\" means the operating manuals and other literature provided by the Company to the Distributor from time to time for use by end-users in conjunction with the Software. 1.9. \"Software Materials\" means the Software, the Product Description and the Software Documentation. 1.10. \"Source Materials\" means all logic, logic diagrams, flowcharts, orthographic representations, algorithms, routines, sub-routines, utilities, modules, file structures, coding sheets, coding, source codes listings, functional specifications, program specifications and all other materials and documents necessary to enable a reasonably skilled programmer to maintain, amend and enhance the software in question without reference to any other person or documentation and whether in eye-readable or machine-readable form. 1.11. \"Support Services\" means the software support services provided or to be provided by the Distributor pursuant to each End-User Agreement. 1.12. \"Territory\" means \"[SPECIFY]\" 1.13. \"Year\" means any period of [NUMBER] months commencing on the date of [DATE] or any anniversary of the date hereof. 2. APPOINTMENT 2.1. The Company hereby appoints the Distributor and the Distributor hereby agrees to act as the non-exclusive distributor of the Company to distribute and sub-license the Software Materials in the Territory. 2.2. The Distributor shall not be entitled to assign or sub-contract any of its rights or obligations under this Agreement or appoint any agent to perform such obligations. 2.3. The Distributor represents and warrants to the Company that it has the ability and experience to carry out the obligations assumed by it under this Agreement and that by virtue of entering into this Agreement it is not and will not be in breach of any express or implied obligation to any third party binding upon it. 3. DURATION This Agreement shall commence on the date of [DATE] hereof for an initial period of [NUMBER] years and shall continue thereafter [unless or] until terminated by either party giving to the other not less than [NUMBER] months' written notice [expiring] [given] on the last day of the said initial period or at any time thereafter, but shall be subject to earlier termination as hereinafter provided. 4. DISTRIBUTION AND SUB-LICENSING 4.1. The Company hereby grants to the Distributor a non-exclusive license to reproduce, distribute and sub-license the Software and the Software Documentation and provide the Support Services on the terms and conditions set out in this Agreement. 4.2. Save as contemplated by paragraph 6.2.3, the Distributor will make the Software available to licensees in object code form only. 4.3. The Software and the Software Documentation shall not be made available without the Support Services and both shall be made available to end-users by the Distributor only on the terms of an End-User Agreement which all parties thereto have executed. 4.4. Except as provided in paragraph 5.2, the Distributor shall not deliver possession of any copies of the Software of the Software Documentation to any third party unless that person has first executed and End-User Agreement. 4.5. The Distributor shall enter into End-User Agreements only with persons situated in the Territory and whereby the Software is to be used only in the Territory. 4.6. Within [NUMBER] days after the execution of this Agreement, the Company shall provide the Distributor with a master copy of the Software (in machine-readable form), the Software Documentation and the Product Description suitable for reproduction of multiple copies by the Distributor. Thereafter, the Company will provide the Distributor promptly with master copies, suitable for reproduction, of any new versions of the Software Materials in the event that the Company releases any modifications, enhancements or replacements of or additions to any of the Software Materials. 4.7. The Distributor shall reproduce the Software Materials only in identical form to the master copies provided by the Company (and in particular shall reproduce the Company's copyright and proprietary notices on every such reproduction) and shall only make such number of copies as are necessary to satisfy the Distributor's obligations pursuant to End-User Agreements together with a reasonable number of copies for demonstration, support and training purposes. 4.8. The Distributor shall enter into End-User Agreements only with prospective licensees whom the Distributor reasonably believes are responsible and likely to comply with their obligations under an End-User Agreement. 4.9. The Distributor undertakes to the Company to comply with and perform its obligations under each End-User Agreement fully and promptly. 4.10. If the Distributor fails to comply with any of its obligations under an End-User Agreement the Company may effect compliance on behalf of the Distributor whereupon the Distributor shall forthwith become liable to pay to the Company all reasonable costs and expenses incurred by the Company as a result. 4.11. The Distributor shall ensure that only the current versions of the Software and the Software Documentation supplied to the Distributor from time to time are delivered to licensees and shall make any new or modified versions available to licensees promptly. 4.12","Software Distribution Agreement","14",101,"https://templates.business-in-a-box.com/imgs/1000px/software-distribution-agreement-D804.png","https://templates.business-in-a-box.com/imgs/250px/804.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#804.xml",{"title":6,"description":6},[139,142],{"label":140,"url":141},"Software & Technology","software-technology-business",{"label":140,"url":141},"software distribution agreement","/template/software-distribution-agreement-D804",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":9,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":157},"FRANCHISE AGREEMENT This Franchise Agreement (\"Agreement\") is made and effective this [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Franchisor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FRANCHISEE NAME] (the \"Franchisee\"), an individual with his main address located at OR a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Franchisor and certain of its Affiliates own, operate and franchise [DESCRIPTION] throughout [COUNTRY] which, among other things, rent, sell and market [PRODUCT/SERVICE] to the [GENERAL PUBLIC OR COPORATIONS OR GOVERNMENT]; and WHEREAS, Franchisor and certain of its Affiliates acquire, produce, license market and sell [PRODUCT/SERVICE]; and WHEREAS, Franchisee is willing to purchase on a per Location (the terms initially capitalized in this Agreement and not otherwise defined herein shall have the respective meanings set forth in Paragraph 18 of this Agreement) basis a specified number of [PRODUCT/SERVICE]; and WHEREAS, Franchisor is willing to provide various marketing, advertising and promotional services and activities in support of Franchisee; NOW, THEREFORE, based on the above premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows: AGREEMENT TERM The term of this Agreement shall be for the period (the \"Term\"), commencing as of the date of this Agreement. Each year of the Term, as measured from the date of this Agreement, is a \"Contract Year.\" TERRITORY The territory for purposes of this Agreement with respect to [PRODUCT/SERVICE] shall be [COUNTRY], their territories and possessions (the \"Territory\"), except with respect to those [PRODUCT/SERVICE] for which Franchisee has only [COUNTRY] Distribution Rights, in which case, the Territory with respect to such [PRODUCT/SERVICE] shall be limited to [COUNTRY] and, if and to the extent Franchisor owns or controls such rights, to territories and possessions of [COUNTRY]). REVENUE SHARING Franchisee shall remit to Franchisor [%] of the net profits of its business in the form of [ROYALTIES, ETC]. [DESCRIBE IN DETAILS REVENUE SHARING BETWEEN FRANCHISOR AND FRANCHISEE]. Distribution of profits shall be made on the [DAY] of [MONTHS]. FRANCHISOR COMMITMENTS Beginning as of the date of this Agreement for [NUMBER OF LOCATIONS] located in [COUNTRY] within [NUMBER] calendar months hereafter, and for Participating Franchises within [NUMBER] calendar months hereafter, Franchisee agrees as follows: 4.1 Purchasing The following purchasing requirements shall apply to all Locations and Participating Franchises A. [FRANCHISEE REQUIREMENT] B. [FRANCHISEE REQUIREMENT] C. [FRANCHISEE REQUIREMENT] 4.2 Missing Products For each [PRODUCT TYPE] that is lost, stolen or otherwise not reasonably accounted for, for more than [SPECIFY] calendar days during the period commencing upon delivery to Franchisor's distribution center and ending on the last day of the relevant Revenue Sharing Period, Franchisee shall pay [AMOUNT] to Franchisor. For any such [PRODUCT TYPE] Franchisee will reimburse Franchisor the applicable distribution wholesale price less the applicable average Purchase Price received by Franchisee. 4.3 Payment The parties acknowledge and agree that if Franchisee fails to order [NUMBER OF UNITS] required under Paragraph 3.1, Franchisee shall pay [AMOUNT] to Franchisor, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisee failed to order. If Franchisor fails to deliver the number or units ordered by Franchisee under Paragraph 3.1, Franchisor shall pay to Franchisee, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisor failed to deliver. The parties hereto expressly agree and acknowledge that actual damages for purposes of this Subparagraph would be difficult to ascertain and that the amount set forth above represents the parties' reasonable estimate of such damages. 4.4 Marketing With respect to advertising of [PRODUCT/SERVICE], Franchisee agrees to consult with Franchisor and to keep Franchisor reasonably appraised of its marketing plans and activities and to comply with Franchisor's then-current customary marketing support policies and practices to the extent they are reasonable and practicable. Franchisor shall have the right to approve such plans, and Franchisee shall provide a timely opportunity for said approval by Franchisor. Franchisor shall exercise its approval rights in a timely and reasonable manner. Should Franchisee fail to comply in good faith with its obligations under Paragraph 3.4, Franchisor shall be entitled to give written notice to Franchisee of such failure. In no event shall Franchisor be obligated to provide such advertising which it would otherwise have been obligated to provide during such time as Franchisor's obligations hereunder were suspended because of Franchisee's failure to fulfill its obligations under this Paragraph 3.4. 4.5 Participating Franchises While Franchisee cannot guarantee that its Franchises will adopt the Agreement, Franchisee will use good faith commercially reasonable efforts to recommend adoption of the Agreement to its Franchises and anticipates a high level of adoption thereby. Franchisor hereby agrees that each Participating Franchise shall execute a letter agreement, which has been approved by Franchisee in form and substance, in favor of Franchisor, agreeing to be bound by the terms and conditions of this Agreement as if it were a party hereto (the \"Participating Franchise\"). Franchisee shall be liable for each Participating Franchise's performance of its financial obligations hereunder as if such Participating Franchise were a Location. Franchisor shall have the right to proceed against Franchisee for money only for any failure of a Participating Franchise to fully perform the financial terms and conditions of this Agreement. Participating Franchises shall be subject to the same terms and conditions under the Agreement as Locations, unless specifically designated otherwise. Implementation of the Agreement at the Franchise level and Franchise payments there under will be administered by Franchisor. 4.6 Placement Franchisee shall exercise good faith commercially reasonable efforts to maximize revenue on the [SALE OR RENTAL] of [PRODUCT/SERVICE]. At all times during the entire Revenue Sharing Period, Franchisee shall make available for [SALE OR RENTAL] at each Location all of the [PRODUCT/SERVICE] purchased for such Location. 4.7 Packing and Shipping Franchisor will be solely responsible for making [PRODUCT/SERVICE] ready for consumer [PURCHASE/RENTAL] and for shipping the [PRODUCT/SERVICE] from its distribution center to Franchisee's Locations. 4.8 Returns/Exchanges The purchase requirements set forth in Paragraph 3.1 shall not be subject to any returns by Franchisee. Franchisor will exchange defective or damaged products. Defective products shall mean those that are mechanically defective, mispackaged, physically blemished or contain extraneous material. Franchisee shall report defective or damaged products to Franchisor promptly following discovery of such defect or damage. 4.9 Location Count Franchisee will report to Franchisor on a calendar month basis the number of currently operating Locations, including Participating Franchises, non-participating Franchises, New Franchisor Locations and recently closed Locations. 4.10 Demographic Information Franchisee will provide to Franchisor, on an ongoing basis, information regarding the demographic make-up generally of Franchisee customers. COMMITMENTS 5.1 Marketing Support","Franchise Agreement","11","https://templates.business-in-a-box.com/imgs/1000px/franchise-agreement-D879.png","https://templates.business-in-a-box.com/imgs/250px/879.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#879.xml",{"title":153,"description":6},"franchise agreement",[155,156],{"label":18,"url":100},{"label":18,"url":100},"/template/franchise-agreement-D879",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":9,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":172},"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. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":166,"description":6},"non disclosure agreement nda",[168,169],{"label":18,"url":100},{"label":170,"url":171},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":175,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":247,"clauses":278,"how_to_fill":329,"common_mistakes":370,"faqs":395,"industries":423,"comparisons":440,"diy_vs_lawyer":453,"jurisdictions":466,"related_template_ids_curated":487,"schema":496,"classification":497},{"meta_title":176,"meta_description":177,"primary_keyword":15,"secondary_keywords":178},"Non Exclusive Distribution Agreement Template (Free Word)","Free non exclusive distribution agreement template for appointing distributors without granting territorial exclusivity. Used in 190+ countries. Free Word and PDF download.",[179,180,181,182,183,184],"non exclusive distribution agreement template","non exclusive distribution agreement template word","non exclusive distributor agreement","non exclusive distribution contract","wholesale distribution agreement template","distributor agreement template free",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":173},"medium",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Non Exclusive Distribution Agreement is a legally binding contract between a supplier and a distributor that authorizes the distributor to sell the supplier's products within a defined territory or channel — without granting that distributor sole rights to the market. This free Word download covers appointment, territory, pricing, order and delivery terms, IP licensing, reporting, and termination in a single ready-to-edit document you can export as PDF and execute immediately.\n","Use it when you want to expand product reach through one or more distributors while retaining the right to sell directly, appoint additional distributors, or shift partners without being locked into an exclusive arrangement.\n","Distributor appointment and territory definition, product scope and pricing, order and delivery procedures, marketing and promotional obligations, intellectual property licensing, confidentiality, performance targets, term and termination, and governing law.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Product manufacturers","Appointing regional distributors to sell goods without surrendering exclusivity","persona-manufacturer",{"title":202,"use_case":203,"icon_asset_id":204},"Software and SaaS vendors","Authorizing resellers to distribute licenses in new markets without exclusivity","persona-saas-vendor",{"title":206,"use_case":207,"icon_asset_id":208},"Consumer goods brands","Placing products in retail channels through multiple distributor partners simultaneously","persona-brand-owner",{"title":210,"use_case":211,"icon_asset_id":212},"Import and export businesses","Formalizing agreements with foreign distributors while keeping direct sales rights","persona-importer-exporter",{"title":214,"use_case":215,"icon_asset_id":216},"Startup founders","Scaling distribution through partners before committing to exclusive arrangements","persona-startup-founder",{"title":218,"use_case":219,"icon_asset_id":220},"Operations directors","Standardizing distributor agreements across multiple channels and regions","persona-operations-director",[222,225,229,233,236,240,244],{"situation":223,"recommended_template":36,"slug":224},"Granting a single distributor sole rights to a defined territory","exclusive-distribution-agreement-D1240",{"situation":226,"recommended_template":227,"slug":228},"Appointing a representative who sells on commission rather than buying for resale","Sales Agent Agreement","sales-agency-agreement-D1254",{"situation":230,"recommended_template":231,"slug":232},"Authorizing resellers to bundle your software with their products","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":234,"recommended_template":147,"slug":235},"Distributing through a licensed franchise network","franchise-agreement-D879",{"situation":237,"recommended_template":238,"slug":239},"Selling finished goods directly to a buyer without ongoing distribution rights","Product Supply Agreement","product-supply-agreement-D1250",{"situation":241,"recommended_template":242,"slug":243},"Appointing a distributor for a single product launch or time-limited campaign","Limited Distribution Agreement","limited-partnership-agreement-D891",{"situation":245,"recommended_template":119,"slug":246},"Engaging a wholesaler who stocks and redistributes to retailers","wholesale-agreement-D12707",[248,251,254,257,260,263,266,269,272,275],{"term":249,"definition":250},"Non-Exclusive Appointment","An authorization that allows the distributor to sell the supplier's products without preventing the supplier from appointing other distributors or selling directly in the same territory.",{"term":252,"definition":253},"Territory","The geographic area, sales channel, or customer segment within which the distributor is authorized to sell under the agreement.",{"term":255,"definition":256},"Resale Price","The price at which the distributor sells the supplier's products onward to customers — distinct from the wholesale transfer price the distributor pays the supplier.",{"term":258,"definition":259},"Minimum Purchase Commitment","A contractual floor specifying the minimum order volume or value the distributor must purchase from the supplier within a defined period, often quarterly or annually.",{"term":261,"definition":262},"Transfer Price","The price the supplier charges the distributor for products, set out in a price list that the supplier may update with advance notice.",{"term":264,"definition":265},"IP License","A limited, non-exclusive authorization granted to the distributor to use the supplier's trademarks, trade names, and marketing materials solely to promote and sell the products.",{"term":267,"definition":268},"Sell-Off Period","A defined window after termination or expiry during which the distributor may sell remaining inventory purchased before the agreement ended.",{"term":270,"definition":271},"Competing Products","Products that are substantially similar to or substitutable for the supplier's products — distributors are often restricted from selling these during the agreement term.",{"term":273,"definition":274},"Indemnification","A contractual obligation requiring one party to compensate the other for losses, damages, or liabilities arising from specified events such as product defects or IP infringement.",{"term":276,"definition":277},"Shelf Stock","Inventory the distributor holds for immediate fulfillment, as distinct from back-ordered or drop-shipped stock — relevant for minimum stock-holding obligations in the agreement.",[279,284,289,294,299,304,309,314,319,324],{"name":280,"plain_english":281,"sample_language":282,"common_mistake":283},"Appointment and scope","Formally appoints the distributor on a non-exclusive basis, identifies the products covered, and confirms the supplier retains the right to sell directly and appoint additional distributors.","[SUPPLIER NAME] hereby appoints [DISTRIBUTOR NAME] as a non-exclusive distributor of the Products in the Territory during the Term. The Supplier reserves the right to sell the Products directly and to appoint additional distributors in the Territory at its sole discretion.","Omitting explicit confirmation that the appointment is non-exclusive. Courts in some jurisdictions have implied exclusivity from territory language alone if the word 'non-exclusive' is absent.",{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Territory and channel definition","Specifies exactly where and through what channels the distributor may sell — by country, region, customer segment, or sales channel — to prevent scope disputes.","The Territory is defined as [COUNTRY / REGION / CHANNEL]. The Distributor shall not actively solicit customers outside the Territory and shall refer any out-of-territory inquiries to the Supplier.","Using vague geographic descriptions such as 'North America' without specifying whether Canada and Mexico are included. Ambiguity here triggers disputes when the distributor enters markets the supplier reserved for itself or another partner.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Products and pricing","Lists the specific products covered by the agreement and sets out the transfer price structure, referencing a schedule that can be updated without amending the main contract.","The Products subject to this Agreement are set out in Schedule A. The Supplier shall supply the Products to the Distributor at the prices listed in Schedule B, subject to revision by the Supplier on [30] days' written notice.","Embedding specific prices in the body of the agreement rather than a schedule. When prices change — which they will — the parties must execute a formal amendment, creating unnecessary administrative burden.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Orders, delivery, and acceptance","Sets the order process, lead times, delivery obligations, risk-of-loss transfer point, and the process for rejecting non-conforming goods.","The Distributor shall submit purchase orders in writing. The Supplier shall confirm or reject each order within [5] business days. Title and risk of loss transfer to the Distributor at [FOB SUPPLIER FACILITY / DESTINATION]. The Distributor shall inspect goods within [10] days of delivery and notify the Supplier in writing of any defects.","Not defining the risk-of-loss transfer point. If goods are damaged in transit and the contract is silent, both parties assume the other bears the loss, leading to disputes that are expensive to resolve.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Minimum purchase commitments and performance targets","States minimum purchase volumes or sales targets the distributor must meet, and the consequence of missing them — typically the supplier's right to convert to non-exclusive or terminate.","The Distributor shall purchase a minimum of [QUANTITY / VALUE] of Products per [QUARTER / YEAR] ('Minimum Purchase Commitment'). Failure to meet the Minimum Purchase Commitment for [TWO] consecutive periods entitles the Supplier to terminate this Agreement on [30] days' written notice.","Setting minimum commitments without a cure period or consequence. Without a clear remedy, a distributor who misses targets can continue underperforming indefinitely with no contractual recourse for the supplier.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Marketing, promotion, and brand standards","Requires the distributor to actively market the products, comply with the supplier's brand guidelines, and obtain approval before using supplier trademarks in marketing materials.","The Distributor shall actively promote the Products in the Territory in accordance with the Supplier's brand guidelines provided from time to time. All marketing materials featuring the Supplier's trademarks shall be submitted to the Supplier for approval at least [10] business days before use.","Granting a trademark license in the appointment clause but imposing no brand control obligations. Without approval rights over marketing materials, the supplier may have limited recourse for damaging off-brand use.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Intellectual property license","Grants the distributor a limited, non-exclusive, non-transferable license to use the supplier's trademarks and trade names solely for the purpose of promoting and selling the products.","The Supplier grants the Distributor a limited, non-exclusive, non-transferable license to use the Supplier's trademarks and trade names solely to market and sell the Products in the Territory during the Term. The Distributor acquires no ownership rights in the Supplier's intellectual property.","Not including a reversion clause stating that the license terminates automatically upon expiry or termination of the agreement. Without it, a former distributor may continue using supplier branding after the relationship ends.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Confidentiality","Prohibits each party from disclosing the other's confidential information — pricing, customer lists, product roadmaps, and business terms — to third parties during and after the agreement.","Each party shall hold the other's Confidential Information in strict confidence and shall not disclose it to any third party without prior written consent. This obligation survives termination of this Agreement for a period of [3] years.","Failing to define 'Confidential Information' and relying solely on a general description. Courts apply a reasonableness standard; without a definition, valuable pricing and customer data may not be covered.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Term and termination","Sets the initial contract term, renewal mechanism, notice periods for termination without cause, and events that permit immediate termination for cause — such as insolvency, material breach, or regulatory action.","This Agreement commences on [DATE] and continues for [ONE YEAR], renewing automatically for successive [ONE YEAR] terms unless either party gives [60] days' written notice of non-renewal. Either party may terminate immediately for cause upon written notice if the other party commits a material breach that remains uncured for [30] days after notice.","Setting an auto-renewal term with a long notice window — e.g., 90-day notice required to stop a 12-month auto-renewal — without a calendar reminder. Suppliers and distributors alike have been locked into unwanted renewal terms by missing the notice deadline.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Sell-off period and post-termination obligations","Allows the distributor a defined window after termination to sell remaining inventory, and specifies obligations such as returning marketing materials, ceasing trademark use, and providing customer data to the supplier.","Following expiry or termination, the Distributor shall have [90] days to sell existing inventory purchased prior to termination. Upon expiry of the sell-off period, the Distributor shall (a) cease all use of the Supplier's trademarks, (b) return or destroy all marketing materials, and (c) transfer customer contact data to the Supplier upon request.","No sell-off period at all, requiring immediate cessation of all sales. This leaves the distributor holding unsellable inventory and typically triggers a dispute over who absorbs the loss.",[330,335,340,345,350,355,360,365],{"step":331,"title":332,"description":333,"tip":334},1,"Identify the parties and confirm the appointment type","Enter the full legal names and registered addresses of the supplier and distributor. Confirm clearly that the appointment is non-exclusive in the opening recitals and the appointment clause.","Use the registered entity name — not a trade name — for both parties. Entity name mismatches are the most common reason enforcement proceedings stall.",{"step":336,"title":337,"description":338,"tip":339},2,"Define the territory and channels precisely","List specific countries, states, or named regions, and state whether the territory covers all channels or only named ones — e.g., online retail, physical retail, or direct-to-business. Attach a map or table as a schedule if the territory is complex.","Explicitly exclude any territories or channels the supplier has reserved for direct sales or other partners to prevent overlap disputes later.",{"step":341,"title":342,"description":343,"tip":344},3,"Complete Schedule A (products) and Schedule B (pricing)","List every SKU, product line, or software license tier covered by the agreement in Schedule A. Enter the corresponding transfer prices in Schedule B, including any tiered pricing for volume orders.","Note the notice period required for price changes — 30 to 60 days is standard — and make sure it is long enough for the distributor to update downstream pricing.",{"step":346,"title":347,"description":348,"tip":349},4,"Set minimum purchase commitments and review periods","Enter the minimum order volume or revenue figure, the measurement period (quarterly or annual), and the specific consequence of missing the target — typically a right to terminate or to convert the territory to direct sales.","Calibrate the minimum against the distributor's realistic ramp — setting unachievable targets in Year 1 creates early disputes and damages the relationship before it begins.",{"step":351,"title":352,"description":353,"tip":354},5,"Configure order, delivery, and acceptance terms","Set the order submission format, the supplier's confirmation window, lead times, the FOB point where risk transfers, and the inspection window for notifying defects.","FOB Supplier Facility shifts freight cost and risk to the distributor at the loading dock — FOB Destination keeps both with the supplier until delivery. Choose based on your logistics model and insurance.",{"step":356,"title":357,"description":358,"tip":359},6,"Complete the IP license and brand standards section","List the specific trademarks the distributor is authorized to use, require pre-approval for marketing materials, and confirm the license terminates automatically when the agreement ends.","Include a provision requiring the distributor to notify the supplier promptly of any suspected trademark infringement by third parties in the territory.",{"step":361,"title":362,"description":363,"tip":364},7,"Set the term, auto-renewal notice, and termination triggers","Enter the initial term, the auto-renewal period, and the notice window required to prevent renewal. Define the material breach cure period and list specific events that justify immediate termination — insolvency, regulatory sanction, or assignment without consent.","Calendar the auto-renewal notice deadline the day the agreement is signed. Missing a 60-day notice window locks both parties into another full term.",{"step":366,"title":367,"description":368,"tip":369},8,"Sign before the distribution relationship begins","Both parties should execute the agreement before the distributor places its first order. Obtain authorized signatures — not just initials — from individuals with documented signing authority at each entity.","Use a countersignature page with a signature, printed name, title, and date for each party. Electronic signatures are legally valid in most jurisdictions and create a timestamped audit trail.",[371,375,379,383,387,391],{"mistake":372,"why_it_matters":373,"fix":374},"Omitting the word 'non-exclusive' from the appointment clause","Some courts have implied exclusivity from territorial language if the agreement does not expressly state otherwise, giving the distributor grounds to challenge the appointment of a competing partner.","Use the phrase 'non-exclusive distributor' in both the recitals and the appointment clause, and add a sentence expressly reserving the supplier's right to sell directly and appoint additional distributors.",{"mistake":376,"why_it_matters":377,"fix":378},"Vague or undefined territory boundaries","Descriptions like 'the APAC region' or 'Latin America' generate disputes when the distributor and supplier disagree on which countries are included.","List every country or sub-national region by name in a schedule and specify whether the territory covers all sales channels or only named ones.",{"mistake":380,"why_it_matters":381,"fix":382},"No minimum purchase commitment or performance target","Without a floor, a distributor can hold the product line while making minimal effort, preventing the supplier from replacing them with a more active partner.","Set quarterly or annual minimums with a defined cure period — typically two consecutive missed periods — after which the supplier may terminate or remove the territory.",{"mistake":384,"why_it_matters":385,"fix":386},"No sell-off period after termination","Requiring the distributor to immediately cease all sales leaves them holding inventory they cannot liquidate, making disputes and compensation claims nearly inevitable.","Include a 60-to-90-day sell-off period for inventory purchased before the termination date, with a clear obligation to cease trademark use and return materials once the window closes.",{"mistake":388,"why_it_matters":389,"fix":390},"Embedding prices in the contract body instead of a schedule","Any price change requires a formal contract amendment, creating administrative friction and creating risk that outdated prices in the body conflict with the current schedule.","Move all pricing to a separately numbered schedule and include a clause allowing the supplier to update pricing on 30-to-60 days' written notice without amending the main agreement.",{"mistake":392,"why_it_matters":393,"fix":394},"No governing law or dispute resolution clause","Cross-border distributor relationships without a governing law clause leave both parties uncertain which jurisdiction's courts or arbitral body has authority, making enforcement expensive and unpredictable.","Specify governing law and seat of arbitration or court jurisdiction explicitly. For international arrangements, consider ICC or LCIA arbitration rather than litigation in either party's home court.",[396,399,402,405,408,411,414,417,420],{"question":397,"answer":398},"What is a non exclusive distribution agreement?","A non exclusive distribution agreement is a contract between a supplier and a distributor that authorizes the distributor to sell the supplier's products in a defined territory or channel without giving that distributor sole rights to the market. The supplier retains the right to sell directly, appoint other distributors, and compete in the same territory. It is the most flexible distribution structure and is widely used when suppliers want to test new markets or work with multiple partners simultaneously.\n",{"question":400,"answer":401},"What is the difference between an exclusive and a non exclusive distribution agreement?","In an exclusive distribution agreement, the supplier commits not to sell directly or appoint other distributors in the defined territory for the contract term. In a non exclusive arrangement, no such commitment is made — the distributor competes with the supplier's own direct channel and with any other distributors the supplier appoints. Non exclusive agreements give suppliers more flexibility but typically offer distributors less incentive to invest heavily in the territory.\n",{"question":403,"answer":404},"Does a non exclusive distribution agreement need to be in writing?","In most jurisdictions, a distribution arrangement can be formed orally or by conduct, but a written agreement is strongly advisable. A written contract defines territory boundaries, pricing, minimum commitments, IP licensing, and termination rights in enforceable terms. Without one, disputes default to implied terms and local commercial law, which vary significantly across jurisdictions and rarely reflect what either party intended.\n",{"question":406,"answer":407},"Can I appoint multiple distributors for the same territory under this agreement?","Yes — that is the defining characteristic of a non exclusive arrangement. You can use the same template to appoint multiple distributors covering overlapping or identical territories simultaneously. Each distributor receives their own signed agreement. Some suppliers add a most-favored pricing clause to ensure all distributors in the same territory receive equivalent transfer prices.\n",{"question":409,"answer":410},"What minimum purchase commitments should I include?","Minimum purchase commitments vary by product category, market maturity, and distributor size. A common approach is to set a first-year minimum at a level the distributor has agreed to in the negotiation, then escalate it by 10–20% annually. State the measurement period (quarterly or annual), the metric (units or dollar value), and the specific consequence of missing the target — typically a right to terminate on 30 days' notice after two consecutive missed periods.\n",{"question":412,"answer":413},"What IP rights does the distributor get under this agreement?","The distributor receives a limited, non-exclusive, non-transferable license to use the supplier's trademarks and trade names solely to promote and sell the covered products during the agreement term. This license does not transfer ownership of any intellectual property to the distributor and terminates automatically when the agreement ends. The supplier typically retains approval rights over marketing materials that feature its brands.\n",{"question":415,"answer":416},"What governing law should I choose for an international distribution agreement?","Choose a governing law that is neutral, commercially developed, and familiar to both parties' legal counsel — common choices include the laws of England and Wales, New York, or Singapore. For EU counterparties, be aware that some EU competition rules (particularly on resale price maintenance and territory restrictions) apply regardless of the chosen governing law. For dispute resolution, ICC or LCIA arbitration in a neutral seat is typically preferable to litigation in either party's home court for cross-border arrangements.\n",{"question":418,"answer":419},"What happens to unsold inventory when the agreement ends?","A well-drafted agreement includes a sell-off period — typically 60 to 90 days after termination — during which the distributor may continue selling inventory purchased before the termination date. Once the sell-off period expires, the distributor must cease using the supplier's trademarks, return or destroy marketing materials, and (if required) transfer customer data to the supplier. Without a sell-off clause, termination creates immediate inventory write-off risk for the distributor and near-certain dispute.\n",{"question":421,"answer":422},"Can the supplier compete with its own distributor under a non exclusive agreement?","Yes, unless the agreement expressly restricts it. By default, a non exclusive distribution agreement does not prevent the supplier from selling directly into the same territory through its own sales team, website, or other channels. Some distributors negotiate a carve-out for named key accounts or specific channels as a condition of investing in the territory. Any such restrictions should be documented explicitly in a schedule rather than implied from the body of the agreement.\n",[424,428,432,436],{"industry":425,"icon_asset_id":426,"specifics":427},"Consumer goods and FMCG","industry-retail","Multiple simultaneous regional distributors, strict brand compliance requirements, and volume-based pricing tiers tied to minimum purchase commitments.",{"industry":429,"icon_asset_id":430,"specifics":431},"Technology and software","industry-saas","License-based products require careful IP licensing provisions, version and update obligations, and restrictions on sublicensing to end users beyond what the agreement authorizes.",{"industry":433,"icon_asset_id":434,"specifics":435},"Manufacturing and industrial","industry-manufacturing","Warranty pass-through obligations, spare-parts stocking requirements, and after-sales service responsibilities often sit with the distributor and must be clearly allocated in the agreement.",{"industry":437,"icon_asset_id":438,"specifics":439},"Food and beverage","industry-food-beverage","Cold-chain and handling obligations, shelf-life and expiry date management, regulatory compliance for labeling and import, and rapid termination rights if the distributor fails a food safety audit.",[441,444,447,450],{"vs":36,"vs_template_id":442,"summary":443},"exclusive-distribution-agreement-D12743","An exclusive distribution agreement grants a single distributor sole rights to sell in a defined territory, preventing the supplier from appointing competitors or selling directly. A non exclusive agreement preserves the supplier's flexibility but gives the distributor less incentive to invest. Use exclusive arrangements to motivate deep market penetration; use non exclusive when testing new markets or working with multiple channel partners.",{"vs":85,"vs_template_id":445,"summary":446},"sales-representative-agreement-D176","A sales representative acts as an agent who solicits orders on the supplier's behalf and earns a commission — title to goods never passes to the representative. A distributor buys inventory outright and resells at its own margin and risk. The distinction matters for tax, liability, and competition law: agents create obligations binding on the principal; distributors act as independent businesses.",{"vs":105,"vs_template_id":448,"summary":449},"supply-agreement-D13212","A supply agreement governs the ongoing purchase and sale of goods between a supplier and a buyer without conferring any distribution rights, territory, or marketing obligations. A distribution agreement adds those commercial layers — territory, minimum commitments, brand license, and resale obligations. Use a supply agreement when you simply want to sell product; use a distribution agreement when you want the buyer to actively develop a market for you.",{"vs":119,"vs_template_id":451,"summary":452},"wholesale-agreement-D13215","A wholesale agreement typically covers bulk purchase pricing and standard terms of sale without detailed territory, performance, or marketing obligations. A non exclusive distribution agreement is more comprehensive — it defines the distributor's active role in developing the market, imposes minimum commitments, licenses IP, and governs the post-termination relationship. For a strategic distribution partner, the fuller distribution agreement is the appropriate instrument.",{"use_template":454,"template_plus_review":458,"custom_drafted":462},{"best_for":455,"cost":456,"time":457},"Domestic distribution arrangements with established partners, straightforward product lines, and clearly defined territories","Free","30–60 minutes",{"best_for":459,"cost":460,"time":461},"Cross-border distribution, regulated products, or arrangements involving significant IP licensing or exclusivity carve-outs","$400–$900","2–5 days",{"best_for":463,"cost":464,"time":465},"Multi-territory international networks, heavily regulated industries (pharmaceuticals, medical devices, financial products), or high-value arrangements with complex performance and termination structures","$2,000–$8,000+","2–4 weeks",[467,472,477,482],{"code":468,"name":469,"flag_asset_id":470,"note":471},"us","United States","flag-us","US distribution agreements are primarily governed by state contract law; there is no federal distributor protection statute equivalent to those in the EU. Some states — notably New Jersey, Wisconsin, and Arkansas — have dealer protection statutes that restrict termination rights regardless of contract terms. Resale price maintenance provisions are per se illegal under federal antitrust law; the agreement should never specify minimum resale prices.",{"code":473,"name":474,"flag_asset_id":475,"note":476},"ca","Canada","flag-ca","Canada has no federal distributor protection statute, but Quebec's Civil Code applies to agreements with Quebec-based distributors and imposes good-faith obligations broader than common-law provinces. The Competition Act prohibits resale price maintenance and certain exclusive dealing arrangements that substantially lessen competition. Agreements with Quebec distributors should be bilingual or available in French on request.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"uk","United Kingdom","flag-uk","Post-Brexit, the UK's Vertical Agreements Block Exemption Order 2022 replaced the EU VABE and sets a 30% market share threshold below which most non exclusive distribution arrangements are exempt from competition law scrutiny. Commercial agents — as distinct from distributors — are protected by the Commercial Agents Regulations 1993 and are entitled to compensation on termination; ensure the agreement clearly establishes the distributor as a principal buyer, not an agent.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"eu","European Union","flag-eu","The EU Vertical Agreements Block Exemption Regulation (VBER) 2022 applies to non exclusive distribution agreements where neither party's market share exceeds 30%. Restrictions on passive sales into other EU territories (where a customer contacts the distributor unsolicited) are generally prohibited. Resale price maintenance is a hardcore restriction that voids the exemption. Several member states — Germany, Belgium, and France — have additional national dealer protection rules that impose compensation obligations on termination regardless of the contract.",[224,488,489,246,232,235,490,491,492,493,494,495],"sales-representative-agreement-D556","supply-agreement-D918","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","letter-of-intent_acquisition-of-business-D5197","purchase-order-D1411","product-launch-plan-D12799","partnership-agreement-D12551",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":100,"secondary_folder":498,"document_type":499,"industry":500,"business_stage":501,"tags":502,"confidence":508},"distribution-and-channel","agreement","general","all-stages",[503,504,505,506,507],"contract","distribution-agreement","non-exclusive","channel-partner","supplier-agreement",0.95,"\u003Ch2>What is a Non Exclusive Distribution Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non Exclusive Distribution Agreement\u003C/strong> is a legally binding contract between a supplier and a distributor that authorizes the distributor to purchase and resell the supplier's products within a defined territory or channel — without granting that distributor sole or exclusive rights to the market. Unlike an exclusive arrangement, the supplier remains free to sell directly, operate its own online store, and appoint additional distributors covering the same geography or customer segment. The agreement governs every material dimension of the commercial relationship: the products covered, transfer pricing, order and delivery mechanics, minimum purchase commitments, brand and IP licensing, confidentiality, and how the relationship ends.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a distribution relationship on a handshake — or through a loose chain of purchase orders — leaves both parties exposed at every point in the commercial cycle. Without a written agreement, there is no enforceable minimum purchase commitment to hold an underperforming distributor to account, no IP license clause to control how your brand is used in foreign markets, and no termination mechanism that prevents a departing distributor from continuing to sell your products or use your trademarks after the relationship ends. For suppliers, the absence of a governing contract also creates antitrust risk: price-fixing and territory-restriction rules apply regardless of whether an agreement is written, but enforcing lawful arrangements — and defending against unlawful ones — depends entirely on documented intent. This template gives suppliers and distributors a clear, balanced starting point that defines rights, allocates risk, and creates the paper trail needed to enforce or exit the arrangement without litigation.\u003C/p>\n",1781185945688]