In an exclusive distribution agreement, the supplier appoints the distributor as its only distributor in a particular marketplace. The supplier agrees not to distribute the products in the market or appoint any third party to distribute the products in the market.

The supplier will usually want something in exchange for the grant of exclusivity. The quid pro quo may take the form of a minimum purchasing commitments or other performance-related obligations.

Exclusivity provisions may be subject to competition law and restraints of trade laws in many jurisdictions. You will need to ensure that the exclusivity provisions you include are not illegal or unenforceable under any applicable laws.

Exclusive distribution agreements are sometimes called "sole distribution agreements". However, this can be misleading: a grant of sole distribution rights is sometimes taken to mean that the supplier retains the right to distribute the products in the territory, albeit forfeiting the right to appoint any third parties to do so.

A full listing of the section headings in this template is as follows: (1) Definitions and interpretation, (2) Appointment and Term, (3) Exclusivity, (4) General obligations, (5) Marketing, (6) Reporting, (7) Orders and Contracts, (8) Delivery, risk and title, (9) Price and payment, (10) Interest, (11) Warranties, (12) Product Liability Claims, (13) Limitations and exclusions of liability, (14) Legal compliance, (15) Termination, (16) Effects of termination and (17) General.

This precedent is 14 pages long, is in MS Word format, and will be automatically emailed to you following receipt of your card payment.

The first few sections of this document can be seen free-of-charge here: precedent exclusive distribution agreement