Agreement

Distribution Agreement

An agreement appointing a distributor to market and resell a supplier's products within a defined territory.

DISTRIBUTION AGREEMENT

This Agreement is made on [Effective Date] between [Supplier Name] and [Distributor Name].

1. Parties. This Distribution Agreement is made between [Supplier Name], of [Supplier Address] (the "Supplier"), and [Distributor Name], of [Distributor Address] (the "Distributor"), together the "Parties".

2. Appointment and Scope. The Supplier appoints the Distributor as its [exclusive / non-exclusive] distributor for the Products described in Schedule A within the territory of [Territory] (the "Territory"), to purchase and resell the Products to customers therein.

3. Term. This Agreement takes effect on [Effective Date] and continues for [Number] years, renewable by mutual written consent.

4. Pricing, Payment and GST. The Distributor shall purchase the Products at the prices in Schedule A, exclusive of GST, which shall be charged at the applicable rate on each tax invoice. Payment terms are [Number] days from invoice. TDS/TCS shall apply as per law. The Distributor shall bear its own resale margins.

5. Minimum Purchase and Obligations. The Distributor shall use best efforts to promote the Products, maintain adequate stock, and achieve minimum purchases of Rs. [Amount] per [Period]. The Supplier shall supply Products against valid orders and provide reasonable marketing support.

6. Intellectual Property. The Distributor may use the Supplier's trademarks solely to market the Products and acquires no ownership therein. All goodwill accrues to the Supplier.

7. Confidentiality. Each Party shall protect the other's non-public information and use it only to perform this Agreement.

8. Indemnity. Each Party shall indemnify the other against claims, losses and damages arising from its breach, negligence or unauthorised representations.

9. Termination. Either Party may terminate on [Number] days notice, or immediately for material breach, insolvency or failure to meet minimum purchase targets.

10. Governing Law, Jurisdiction and Arbitration. This Agreement is governed by the laws of India and subject to the exclusive jurisdiction of the courts at [City]. Disputes shall be settled by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [City], in English.

_____________________
For [Supplier Name]
Authorised Signatory
_____________________
For [Distributor Name]
Authorised Signatory

Before you use it — fill in / check

  • Supplier
  • Distributor
  • Effective date
  • Territory

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.