Distribution rights clause: Copy, customize, and use instantly
Introduction
A distribution rights clause is essential for agreements where one party (the licensor or supplier) grants another party (the distributor) the right to sell or distribute products or services within a specified market or territory. This clause outlines the scope of distribution rights, the obligations of the distributor, and any restrictions on the distribution. It is vital for ensuring that both parties understand the terms under which the distribution will occur, including exclusivity, territorial limits, and performance expectations.
Below are templates for distribution rights clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Exclusive distribution rights
This variation applies when Party B is granted exclusive distribution rights.
Party A grants Party B exclusive rights to distribute the product within [specified territory]. During the term of this agreement, Party A will not appoint any other distributor within the designated territory, and Party B is responsible for marketing, selling, and promoting the product exclusively within the region.
Non-exclusive distribution rights
This variation applies when Party B is granted non-exclusive distribution rights.
Party A grants Party B non-exclusive rights to distribute the product within [specified territory]. Party A retains the right to appoint additional distributors or sell the product directly in the same territory. Party B may distribute the product but cannot claim exclusivity in the market.
Territorial distribution rights
This variation applies when distribution rights are granted for specific territories.
Party A grants Party B the right to distribute the product in [specified territories or regions]. Party B agrees not to sell the product outside the designated regions without prior written approval from Party A. Party A may appoint additional distributors in other regions or markets.
Performance-based distribution rights
This variation applies when Party B’s distribution rights are contingent upon performance.
Party A grants Party B the right to distribute the product in [territory] for a term of [specified period], contingent upon Party B achieving certain performance goals. If Party B fails to meet the agreed-upon sales targets, Party A may terminate or reduce Party B’s distribution rights under this agreement.
Distribution rights with restrictions on pricing
This variation applies when there are pricing restrictions on the distribution rights.
Party A grants Party B the right to distribute the product within [territory], but Party B agrees not to sell the product below the minimum price set by Party A. Any deviation from the pricing structure must be approved by Party A in writing prior to execution.
Distribution rights with marketing obligations
This variation applies when Party B has specific marketing obligations for the product.
Party A grants Party B the right to distribute the product in [territory], provided Party B agrees to actively market and promote the product through approved channels. Party B must submit a marketing plan to Party A for approval and adhere to Party A’s branding guidelines.
Distribution rights with exclusivity based on sales targets
This variation applies when exclusivity is based on meeting sales targets.
Party A grants Party B exclusive rights to distribute the product in [territory] for a period of [specified duration], provided that Party B meets agreed-upon sales targets. If Party B fails to achieve these targets, Party A may revoke the exclusivity and appoint additional distributors in the territory.
Distribution rights with non-compete clauses
This variation applies when Party B is restricted from distributing competing products.
Party A grants Party B the right to distribute the product in [territory], subject to Party B’s agreement not to distribute any competing products during the term of this agreement. If Party B violates this non-compete provision, Party A may terminate the distribution rights immediately.
Distribution rights with term limitations
This variation applies when the distribution rights are granted for a limited term.
Party A grants Party B the right to distribute the product within [territory] for a term of [specified period], subject to renewal or extension by mutual agreement. If neither party elects to renew the agreement, Party B’s distribution rights will terminate automatically at the end of the term.
Distribution rights with the right to sublicense
This variation applies when Party B has the right to sublicense distribution rights.
Party A grants Party B the right to distribute the product in [territory], and Party B may sublicense these rights to third-party distributors, provided that all sublicenses comply with the terms of this agreement. Party B must obtain prior written approval from Party A for each sublicense agreement.
Distribution rights with delivery obligations
This variation applies when Party A has delivery obligations in the distribution agreement.
Party A agrees to deliver the product to Party B for distribution in [territory], subject to agreed-upon delivery schedules and quantities. Party B is responsible for any costs associated with transportation and customs, and Party A will ensure that the product is delivered in good condition and in compliance with applicable regulations.
Distribution rights with intellectual property protections
This variation applies when intellectual property protections are included in the distribution agreement.
Party A grants Party B distribution rights for the product in [territory], and Party B agrees to respect and protect Party A’s intellectual property rights. Party B will not modify, reverse engineer, or use Party A’s trademarks or patents in any unauthorized manner. Party B agrees to take steps to prevent infringement of Party A’s intellectual property in the distribution market.
Distribution rights with post-sale support obligations
This variation applies when Party B has post-sale support obligations for the product.
Party A grants Party B distribution rights for the product within [territory], provided that Party B agrees to offer post-sale support to customers, including product returns, repairs, and warranties. Party B must ensure that all customer support services meet Party A’s standards and provide regular reports on customer service performance.
Distribution rights with a right to inspect products
This variation applies when Party A has the right to inspect products distributed by Party B.
Party A reserves the right to inspect the products being distributed by Party B in [territory] to ensure they meet Party A’s quality and regulatory standards. Party B must allow Party A or its representatives to inspect the product and related facilities upon reasonable notice and cooperation.
Distribution rights with right of first refusal
This variation applies when Party B has a right of first refusal to distribute additional products.
Party A grants Party B the right to distribute the product in [territory] and also provides Party B with a right of first refusal for future products or product lines that Party A may introduce. If Party A decides to offer a new product for distribution, Party B will have the first opportunity to distribute the product in the same territory.
Distribution rights with exclusivity renewal options
This variation applies when exclusivity can be renewed under certain conditions.
Party A grants Party B exclusive rights to distribute the product in [territory] for a term of [specified duration], with the option to renew the exclusivity for an additional term if Party B meets certain performance or sales criteria outlined in this agreement. Renewal of exclusivity is contingent on Party B’s continued performance.
Distribution rights with marketing fund contributions
This variation applies when Party B is required to contribute to a marketing fund.
Party A grants Party B the right to distribute the product in [territory], and Party B agrees to contribute [specified amount] to a marketing fund used for advertising, promotional activities, and sales support in the territory. Party B’s contributions will be used exclusively for the promotion of the product and must be accounted for in regular financial reports.
Distribution rights with no exclusivity
This variation applies when there is no exclusivity granted for distribution.
Party A grants Party B the right to distribute the product in [territory] without exclusivity. Party A may appoint additional distributors or sell the product directly in the same territory. Party B is not entitled to any preferential treatment or compensation for the lack of exclusivity.
Distribution rights clause for volume-based discounts
This variation applies when Party B is eligible for volume-based discounts.
Party A grants Party B the right to distribute the product in [territory]. Party B will receive volume-based discounts on the product depending on the quantity ordered. Discounts will be applied according to the agreed-upon pricing schedule, and Party B must provide Party A with forecasts to ensure timely delivery of products at discounted rates.
Distribution rights clause for right to sublicense distribution
This variation applies when Party B can sublicense distribution rights.
Party A grants Party B the right to distribute the product in [territory] and allows Party B to sublicense these distribution rights to third-party distributors. All sublicenses must be approved by Party A and comply with the terms of this agreement. Party B will remain responsible for ensuring that all third-party distributors adhere to the terms set forth.
Distribution rights clause for exclusivity with performance targets
This variation applies when exclusivity is contingent upon meeting performance targets.
Party A grants Party B exclusive distribution rights for the product in [territory], contingent upon Party B meeting specified performance targets, including minimum sales volume. If Party B fails to meet these targets within [specified period], Party A may terminate the exclusivity and appoint additional distributors in the territory.
Distribution rights clause for online sales restrictions
This variation applies when there are restrictions on online sales.
Party A grants Party B the right to distribute the product within [territory] but prohibits Party B from selling the product online through third-party platforms such as Amazon or eBay. Party B may only sell the product through Party B’s approved online store or other specified sales channels.
Distribution rights clause for temporary suspension of rights
This variation applies when distribution rights may be temporarily suspended.
Party A reserves the right to temporarily suspend Party B’s distribution rights if Party B is found in breach of any material terms of this agreement or if the product is deemed unsafe or non-compliant with relevant regulations. Party B will be given a period of [specified duration] to remedy the breach before distribution rights are reinstated.
Distribution rights clause for geographical exclusivity with performance review
This variation applies when Party B’s exclusivity is reviewed based on performance.
Party A grants Party B exclusive distribution rights in [specified territory] for an initial term of [specified duration], with performance reviews at [specified intervals]. If Party B’s performance fails to meet agreed-upon targets, Party A may revoke exclusivity and appoint additional distributors in the region.
Distribution rights clause for limitations on product modifications
This variation applies when Party B is prohibited from modifying the product.
Party B is granted distribution rights for the product in [territory] but agrees not to modify the product in any way, including changing its design, specifications, or packaging, without Party A’s prior written consent. Any unauthorized modifications will result in immediate termination of the distribution rights.
Distribution rights clause for payment terms and credit
This variation applies when payment terms and credit conditions are included.
Party A grants Party B the right to distribute the product within [territory], with payment terms of [specified payment period, e.g., 30 days] from the date of invoice. Party B may be offered credit for product orders based on creditworthiness, subject to Party A’s approval.
Distribution rights clause for marketing and promotional obligations
This variation applies to Party B’s marketing obligations.
Party B agrees to actively promote and advertise the white-labeled product within the designated territory. Party B must submit marketing plans for approval by Party A, and Party B is required to allocate at least [specified percentage] of revenue towards marketing and promotional activities.
Distribution rights clause for sublicensing sales to third parties
This variation applies when Party B is allowed to sublicense sales to third parties.
Party A grants Party B the right to sublicense its distribution rights to third-party resellers or distributors within [specified territory]. All sublicensing agreements must be executed in compliance with the terms of this agreement, and Party B will remain fully responsible for the actions of third-party sublicensees.
Distribution rights clause for product-specific terms
This variation applies when there are specific terms tied to product distribution.
Party B’s right to distribute the product is subject to specific product-related terms outlined in this agreement, including adherence to Party A’s packaging, labeling, and quality standards. Party B agrees to comply with these requirements at all times and will ensure that all products distributed meet Party A’s specifications.
Distribution rights clause for exclusivity with annual review
This variation applies when exclusivity is granted with an annual performance review.
Party A grants Party B exclusive distribution rights in [territory] for one year, with the right to renew for additional terms based on Party B’s performance. Each year, Party A will review Party B’s sales performance and may renew or terminate exclusivity based on Party B’s ability to meet sales targets.
Distribution rights clause for prohibition of competing products
This variation applies when Party B is prohibited from selling competing products.
Party B agrees not to distribute any competing products within the same category as the product covered by this agreement during the term of this agreement. Party B may not engage in any distribution agreements for similar products that directly compete with the white-labeled product within [territory].
Distribution rights clause for long-term exclusivity
This variation applies when long-term exclusivity is granted.
Party A grants Party B exclusive distribution rights for the product in [territory] for a period of [specified long term, e.g., 5 years]. During this period, Party B will be the sole authorized distributor in the region, subject to the performance criteria outlined in this agreement. Party A agrees not to appoint additional distributors in the specified territory during the exclusivity period.
Distribution rights clause for right of first refusal on new products
This variation applies to the right of first refusal for new products.
Party B is granted the right of first refusal for any new products introduced by Party A that are similar to the white-labeled product. Party B will have [specified period] to negotiate distribution rights for any new products, after which Party A may offer distribution rights to other parties.
Distribution rights clause for delivery terms and conditions
This variation applies to delivery terms in a distribution agreement.
Party A agrees to deliver the product to Party B within [specified timeframe] from the date of order. Party B is responsible for ensuring that all shipping costs and import duties are paid promptly, and Party A will provide Party B with tracking information for each shipment.
Distribution rights clause for restrictions on sublicensing outside the territory
This variation applies to restrictions on sublicensing outside the designated territory.
Party B may not sublicense the distribution rights for the white-labeled product to any third-party distributors outside of the designated territory without Party A’s prior written consent. Any sublicensing agreements must comply with all territorial restrictions set forth in this agreement.
Distribution rights clause for exclusivity with performance benchmarks
This variation applies to exclusivity tied to performance benchmarks.
Party A grants Party B exclusive distribution rights in [territory], contingent upon Party B meeting specific performance benchmarks, including a minimum sales volume within the first [specified period]. If Party B fails to meet these benchmarks, Party A may revoke exclusivity and appoint additional distributors in the region.
Distribution rights clause for multi-channel distribution
This variation applies when Party B is granted distribution rights across multiple sales channels.
Party A grants Party B the right to distribute the product through various sales channels, including brick-and-mortar stores, online platforms, and direct sales. Party B must ensure that the product is sold in accordance with Party A’s guidelines across all channels and may not use any unauthorized channels for distribution.
Distribution rights clause for early termination due to non-performance
This variation applies when Party A can terminate the distribution rights if Party B fails to perform.
Party A reserves the right to terminate Party B’s distribution rights in [territory] if Party B fails to meet the agreed-upon sales targets or does not comply with any material terms of this agreement. Party A must provide Party B with [specified notice period] to remedy the performance shortfall before termination becomes effective.
Distribution rights clause for regional exclusivity with annual review
This variation applies when exclusivity is granted regionally with an annual review.
Party A grants Party B exclusive distribution rights in [specified region] for a period of one year, with a performance review at the end of each year. If Party B does not meet the sales targets or marketing requirements, Party A may choose not to renew the exclusivity for the following year.
Distribution rights clause for product pricing control
This variation applies when Party A controls the pricing of the distributed product.
Party A retains full control over the pricing of the product distributed by Party B. Party B agrees to sell the product at the price set by Party A or within the pricing guidelines established by Party A. Any deviation from the approved pricing must be pre-approved by Party A in writing.
Distribution rights clause for warranty responsibilities
This variation applies when Party B assumes responsibility for product warranties.
Party B is responsible for offering the product warranty to customers in accordance with Party A’s warranty terms. Party B must handle any warranty claims directly with customers and inform Party A of any claims or issues related to the product's warranty.
Distribution rights clause for exclusive rights to new product variants
This variation applies when Party B is granted exclusivity for new product variants.
Party A agrees to grant Party B exclusive distribution rights for any new product variants or modifications to the current product for the duration of this agreement. Party B will have the first right of refusal to distribute any new variants before Party A offers them to other distributors.
Distribution rights clause for geographic market expansion
This variation applies when Party B is granted distribution rights in new geographic markets.
Party A agrees to grant Party B the right to expand the distribution of the product into new geographic regions, provided that Party B meets the expansion criteria specified in this agreement. Party B must notify Party A before entering new markets, and Party A must approve the expansion plan.
Distribution rights clause for distribution in specific verticals
This variation applies when Party B’s distribution rights are limited to specific vertical markets.
Party A grants Party B the right to distribute the product in specific vertical markets, including but not limited to [specify industries such as healthcare, education, technology]. Party B is not permitted to distribute the product in any other vertical market without Party A’s prior written approval.
Distribution rights clause for price maintenance
This variation applies to price maintenance in the distribution arrangement.
Party B agrees to adhere to Party A’s pricing structure and not to discount the product below the minimum retail price set by Party A. Party A reserves the right to enforce this pricing policy and may revoke Party B’s distribution rights if the pricing terms are violated.
Distribution rights clause for rights of first refusal on additional territories
This variation applies when Party B has a right of first refusal for additional territories.
Party A grants Party B the first right of refusal for distribution rights in any new territory or market that Party A enters during the term of this agreement. If Party A decides to expand into a new market, Party B will have [specified period] to negotiate distribution rights for that market before Party A offers the rights to any other party.
Distribution rights clause for performance-based exclusivity
This variation applies when exclusivity is contingent upon performance.
Party A grants Party B exclusive distribution rights for the product in [territory], provided that Party B meets specific performance criteria outlined in this agreement. If Party B does not meet the performance targets within [specified period], Party A may revoke exclusivity and appoint additional distributors in the region.
Distribution rights clause for non-transferability
This variation applies when distribution rights cannot be transferred.
Party B agrees not to transfer, assign, or sublicense its distribution rights under this agreement without the prior written consent of Party A. Any unauthorized transfer or assignment of rights will result in the immediate termination of this agreement.
Distribution rights clause for product returns and inventory management
This variation applies when product returns and inventory management are involved.
Party B is responsible for managing inventory and handling product returns. Party B agrees to return any unsold or defective product to Party A as per the agreed-upon return policies, and Party A will issue a credit or replacement for the returned goods.
Distribution rights clause for payment schedule and credit terms
This variation applies to the payment schedule and credit terms for distribution.
Party A agrees to provide Party B with distribution rights in [territory], with payment terms of [insert terms]. Party B must make payments within [specified number of days] from the date of invoice. Credit terms may be extended to Party B, subject to Party A’s approval based on Party B’s creditworthiness.
Distribution rights clause for monitoring and reporting sales
This variation applies when Party B is required to report sales data.
Party B agrees to regularly provide Party A with sales reports detailing the number of units sold, pricing, and marketing activities. Party A reserves the right to audit these sales reports at any time to ensure compliance with the terms of this agreement.
Distribution rights clause for cooperation in product recalls
This variation applies when Party B is required to cooperate in product recalls.
In the event of a product recall, Party B agrees to cooperate fully with Party A to retrieve defective or unsafe products from customers. Party B must work with Party A to implement the recall process and inform affected customers as per Party A’s instructions.
Distribution rights clause for dispute resolution
This variation applies to dispute resolution in distribution agreements.
Any disputes arising out of or related to this distribution agreement will be resolved through [specified dispute resolution mechanism, such as mediation or arbitration]. The parties agree to submit to the jurisdiction of [specified location] for resolving any legal issues that may arise from this agreement.
Distribution rights clause for prohibited sales channels
This variation applies when sales are prohibited through certain channels.
Party B agrees not to sell the product through unauthorized channels, including third-party online platforms and unauthorized retailers. Party A reserves the right to monitor sales channels and take action if Party B sells the product through unapproved channels.
Distribution rights clause for marketing and promotional budgets
This variation applies to the budget allocation for marketing and promotions.
Party B is responsible for allocating a portion of its sales revenue for marketing and promotional efforts related to the product. Party A may provide guidelines on how the marketing budget should be spent, and Party B must submit a marketing plan for approval before any promotional activities are initiated.
Distribution rights clause for exclusivity within specified regions
This variation applies to exclusivity granted within specific regions.
Party A grants Party B exclusive rights to distribute the product within [specified region]. Party B agrees not to distribute competing products in the same market and will not seek distribution rights for the product outside the specified region without Party A’s prior written approval.
Distribution rights clause for customer acquisition support
This variation applies when Party A provides support for customer acquisition.
Party A agrees to assist Party B in acquiring customers for the white-labeled product through joint promotional efforts. Party B will receive access to Party A’s marketing materials, and both parties will cooperate in running customer acquisition campaigns.
Distribution rights clause for minimum sales performance
This variation applies when Party B must meet minimum sales targets to maintain rights.
Party A grants Party B the right to distribute the product in [territory], contingent upon Party B achieving minimum sales targets as defined in this agreement. If Party B fails to meet these targets by the end of [specified period], Party A may revoke or modify the distribution rights.
Distribution rights clause for non-compete during the term of the agreement
This variation applies to non-compete obligations during the term of the agreement.
Party B agrees not to distribute or sell competing products in the same category as the product during the term of this agreement. Any violation of this non-compete clause will result in the immediate termination of Party B’s distribution rights.
Distribution rights clause for subdistributors
This variation applies to the right to appoint subdistributors.
Party B may appoint subdistributors to assist in distributing the product within [territory], provided that Party B ensures that each subdistributor complies with the terms of this agreement. Party B is fully responsible for the actions of any subdistributors.
Distribution rights clause for multiple distribution channels
This variation applies to distribution through multiple sales channels.
Party B is granted the right to distribute the product through multiple channels, including online sales, retail, and direct sales. Party B must ensure that all sales channels comply with Party A’s distribution guidelines and do not conflict with any other terms in this agreement.
Distribution rights clause for exclusive online sales rights
This variation applies to exclusive online sales rights.
Party A grants Party B exclusive rights to distribute the product through online platforms within [territory]. Party B agrees not to sell the product through any physical retail stores or other unauthorized online platforms during the term of this agreement.
Distribution rights clause for territorial exclusivity with exceptions
This variation applies to territorial exclusivity with specified exceptions.
Party A grants Party B exclusive rights to distribute the product within [territory], with the exception of sales made through Party A’s own online store. Party A may also sell the product directly to major clients or through other specific sales channels, as outlined in this agreement.
Distribution rights clause for product modification and customization
This variation applies when Party B is allowed to modify or customize the product.
Party B is allowed to modify the product to fit local market preferences or branding requirements, subject to Party A’s approval. Any modifications to the product must maintain its integrity and functionality and should not infringe on Party A’s intellectual property rights.
Distribution rights clause for distribution in specific retail chains
This variation applies to distribution rights for specific retail chains.
Party A grants Party B the exclusive right to distribute the product in [specified retail chains or stores]. Party B agrees not to distribute the product to other retailers or wholesalers without Party A’s prior written consent.
Distribution rights clause for sales volume and market penetration targets
This variation applies to sales volume and market penetration targets.
Party B is granted the right to distribute the product in [territory] under the condition that Party B meets agreed-upon sales volume and market penetration targets. Party A will review Party B’s performance annually, and failure to meet targets may result in the termination of exclusivity.
Distribution rights clause for cooperation with marketing initiatives
This variation applies when Party B must cooperate with marketing initiatives.
Party B agrees to cooperate with Party A’s marketing initiatives by participating in joint advertising campaigns, trade shows, and other promotional activities. Both parties will share marketing responsibilities, and Party B will be responsible for ensuring that the product is marketed in accordance with Party A’s branding guidelines.
Distribution rights clause for termination for convenience
This variation applies to termination for convenience by either party.
Either Party A or Party B may terminate this distribution agreement for any reason by providing [specified notice period] notice to the other party. Upon termination, Party B must cease distribution of the product and return any unsold inventory to Party A.
Distribution rights clause for use of proprietary marketing materials
This variation applies when Party B is granted the right to use proprietary marketing materials.
Party A grants Party B the right to use Party A’s proprietary marketing materials, including logos, branding, and advertisements, for promoting the white-labeled product. Party B must ensure that all marketing materials are used in a manner consistent with Party A’s branding guidelines and receive Party A’s approval before publication.
Distribution rights clause for exclusivity in a defined territory
This variation applies to exclusivity in a specific and defined territory.
Party A grants Party B the exclusive right to distribute the product within [territory]. Party B agrees not to distribute the product in other regions without Party A’s prior consent. Party A reserves the right to appoint additional distributors for regions outside of the specified territory.
Distribution rights clause for multi-year agreement with renewal options
This variation applies to a multi-year agreement with renewal options.
Party A grants Party B the right to distribute the product in [territory] for an initial term of [specified duration]. After the initial term, the agreement may be renewed for additional terms upon mutual agreement and review of Party B’s performance in meeting sales and marketing targets.
Distribution rights clause for product recall responsibility
This variation applies when Party B has responsibility in the event of a product recall.
Party B agrees to cooperate fully with Party A in the event of a product recall, including notifying customers, returning defective products, and covering any associated costs. Party A will take the lead in managing the recall but Party B will support these efforts to ensure minimal disruption to the market.
Distribution rights clause for rights to access promotional materials
This variation applies to Party B’s rights to access promotional materials.
Party A agrees to provide Party B with access to promotional materials, including brochures, ads, and digital content, to support the distribution of the product. Party B may use these materials for marketing the product but must comply with Party A’s branding and content guidelines.
Distribution rights clause for limits on sublicensing
This variation applies when sublicensing is restricted or limited.
Party B is prohibited from sublicensing its distribution rights to any third parties without Party A’s prior written consent. Party A reserves the right to approve any third-party sublicense agreements, which must comply with the terms of this agreement.
Distribution rights clause for advertising expenditure commitments
This variation applies when Party B must commit to advertising expenditures.
Party B agrees to allocate at least [specified percentage] of its annual sales revenue towards advertising and promotional activities for the white-labeled product. Party B must submit an annual advertising budget for Party A’s approval, and all promotional expenditures must align with Party A’s marketing strategy.
Distribution rights clause for transfer of inventory upon termination
This variation applies when Party B is required to transfer inventory upon termination.
In the event of termination, Party B must return any unsold inventory of the product to Party A within [specified period]. Party B will be responsible for any shipping costs associated with the return of the inventory, and Party A may provide a credit for the returned goods, subject to the terms of this agreement.
Distribution rights clause for product modifications requiring approval
This variation applies when Party B is required to get approval for product modifications.
Party B may request modifications to the product to meet local market demands or branding needs, but all modifications must be approved by Party A in writing before they are implemented. Any changes made to the product without Party A’s consent may result in the termination of Party B’s distribution rights.
Distribution rights clause for direct sales channels
This variation applies when Party B is allowed to distribute only through direct sales channels.
Party A grants Party B the exclusive right to distribute the product through its direct sales channels, including retail outlets and Party B’s online platform. Party B agrees not to sell the product to third-party retailers or resellers without prior written consent from Party A.
Distribution rights clause for distribution in specific product categories
This variation applies when Party B is granted distribution rights for specific product categories.
Party A grants Party B distribution rights for the product within the [specified product category]. Party B may not distribute the product in any other category without the express written consent of Party A, ensuring that the product is marketed and sold only in the designated category.
Distribution rights clause for brand and marketing approval
This variation applies when Party B’s branding and marketing materials require approval.
Party B agrees to use Party A’s branding and marketing materials only after obtaining prior approval from Party A. All marketing and promotional materials, including advertisements, packaging, and website content, must align with Party A’s guidelines and be approved in writing before use.
Distribution rights clause for exclusive rights with limited exceptions
This variation applies when exclusivity is granted with limited exceptions.
Party A grants Party B the exclusive right to distribute the product in [territory], except for specific circumstances where Party A reserves the right to distribute the product through its own sales channels or appoint additional distributors in limited, specified markets.
Distribution rights clause for regional marketing campaigns
This variation applies when Party B is responsible for regional marketing campaigns.
Party B is granted the right to distribute the product in [territory] and agrees to execute regional marketing campaigns to promote the product. All marketing campaigns must be aligned with Party A’s overall marketing strategy and must receive Party A’s approval before being launched.
Distribution rights clause for fulfillment obligations
This variation applies to Party B’s fulfillment obligations for orders.
Party B agrees to handle the fulfillment of all orders for the white-labeled product, including storage, packaging, and shipping. Party B is responsible for ensuring timely delivery to customers in the specified territory and complying with any local shipping and customs regulations.
Distribution rights clause for right to modify the product for local markets
This variation applies when Party B is allowed to modify the product for local markets.
Party B is authorized to make modifications to the white-labeled product to meet local market needs, such as changing the product packaging or adjusting specifications. However, any modifications must be approved by Party A to ensure they do not affect the product’s quality or safety.
Distribution rights clause for performance incentives based on sales
This variation applies when Party B’s compensation is based on sales performance.
Party A agrees to provide Party B with performance-based incentives, including bonuses or discounts, depending on the sales volume achieved within the specified territory. Party B must meet agreed-upon sales targets to qualify for the performance incentives.
Distribution rights clause for sales reporting requirements
This variation applies to Party B’s obligation to report sales data.
Party B agrees to submit monthly sales reports to Party A detailing the number of units sold, sales revenue, and any relevant marketing or promotional activities. Party A may request additional information regarding the sales performance of the product in the designated market.
Distribution rights clause for protection of trade secrets
This variation applies to the protection of trade secrets during the distribution process.
Party B agrees to maintain the confidentiality of Party A’s trade secrets, proprietary information, and any confidential data related to the white-labeled product. Party B will not disclose such information to any third parties without Party A’s prior written consent and will take reasonable steps to protect this confidential information.
Distribution rights clause for commitment to non-competing products
This variation applies when Party B is restricted from selling competing products.
Party B agrees not to distribute or sell any competing products that may directly conflict with the product covered under this agreement during the term of this agreement. Any breach of this non-compete clause will result in the immediate termination of Party B’s distribution rights.
Distribution rights clause for right to audit sales activities
This variation applies when Party A has the right to audit Party B’s sales activities.
Party A reserves the right to audit Party B’s sales activities, including reviewing sales records, customer contracts, and financial documents related to the distribution of the product. Party B agrees to cooperate fully with any audits conducted by Party A or its authorized representatives.
Distribution rights clause for exclusivity in specific market segments
This variation applies to exclusivity granted in specific market segments.
Party A grants Party B exclusive distribution rights for the product in [specific market segment, e.g., healthcare, education]. Party B agrees not to distribute the product outside of this segment and not to engage in any competitive activities in the defined market during the term of this agreement.
Distribution rights clause for third-party logistics providers
This variation applies when Party B uses third-party logistics providers.
Party B may engage third-party logistics providers to assist with the storage, packaging, and shipping of the white-labeled product. Party B remains fully responsible for the actions of any third-party logistics providers and must ensure they comply with all terms of this agreement.
Distribution rights clause for termination due to non-compliance with local laws
This variation applies to termination if Party B fails to comply with local laws.
Party A reserves the right to terminate this agreement if Party B fails to comply with any local laws, regulations, or industry standards applicable to the distribution of the product in [territory]. Party B must ensure full compliance with all relevant laws in the market.
Distribution rights clause for product support and maintenance
This variation applies when Party B is responsible for product support and maintenance.
Party B agrees to provide product support and maintenance services for customers within the designated territory. Party B must establish a dedicated customer service team and ensure timely resolution of any customer complaints or issues related to the product’s performance.
Distribution rights clause for training of Party B’s sales force
This variation applies when Party A is responsible for training Party B’s sales force.
Party A agrees to provide training to Party B’s sales force regarding the features, benefits, and sales strategies for the white-labeled product. Party B is responsible for ensuring that its sales team is fully trained and knowledgeable about the product before selling it to customers.
Distribution rights clause for use of online advertising
This variation applies when Party B uses online advertising to promote the product.
Party B agrees to use online advertising, including search engine marketing and social media, to promote the white-labeled product. All online advertising campaigns must be approved by Party A to ensure they align with Party A’s brand standards and marketing objectives.
Distribution rights clause for restrictions on sales to unauthorized buyers
This variation applies when Party B is prohibited from selling to unauthorized buyers.
Party B agrees not to sell the white-labeled product to any unauthorized buyers or resellers, including unauthorized online platforms. Party B must ensure that all buyers of the product are authorized to sell within the designated market, as specified in this agreement.
Distribution rights clause for exclusive rights to wholesale distribution
This variation applies when Party B has exclusive wholesale distribution rights.
Party A grants Party B exclusive wholesale distribution rights for the product within [territory]. Party B is the sole authorized distributor of the product to retailers or other bulk buyers in the region, and Party A will not appoint any other wholesale distributors during the term of this agreement.
Distribution rights clause for expansion into new regions with approval
This variation applies when Party B may expand into new regions with Party A’s approval.
Party B may seek to expand the distribution of the product into new regions beyond the designated territory, subject to Party A’s approval. Party B must submit a proposal for expansion, including a market analysis and sales forecast, for Party A’s review and approval before proceeding.
Distribution rights clause for distributor support requirements
This variation applies when Party B is required to provide certain levels of support to end customers.
Party B agrees to offer a full range of customer support services, including troubleshooting, product guidance, and warranty claims, for customers who purchase the white-labeled product within the designated territory. Party B must maintain a customer service team that can respond to customer inquiries within [specified time period].
Distribution rights clause for restricted sales channels
This variation applies when Party B is restricted from using certain sales channels.
Party B is prohibited from selling the white-labeled product through any online marketplace or unauthorized third-party sellers. The product may only be sold via Party B’s own retail outlets and approved e-commerce platforms. Any breach of this clause may result in the termination of Party B’s distribution rights.
Distribution rights clause for joint venture distribution
This variation applies when distribution rights are granted as part of a joint venture.
Party A and Party B enter into a joint venture where Party B is granted distribution rights for the white-labeled product in [territory]. Both parties agree to contribute equally to the marketing and operational efforts to promote the product, and any profits or losses from the venture will be shared according to the terms of the joint venture agreement.
Distribution rights clause for restricted use of customer data
This variation applies to restrictions on the use of customer data.
Party B agrees to use customer data collected in the distribution of the product solely for the purpose of fulfilling customer orders and providing customer support. Party B may not use this data for any other purposes, including marketing or third-party sales, without Party A’s prior written consent.
Distribution rights clause for multi-year exclusivity
This variation applies when exclusivity is granted for multiple years.
Party A grants Party B exclusive distribution rights for the white-labeled product within [territory] for a period of [specified number of years]. The exclusivity is subject to annual performance reviews, and Party A reserves the right to revoke exclusivity if Party B fails to meet performance benchmarks set in this agreement.
Distribution rights clause for third-party distribution by Party A
This variation applies when Party A reserves the right to distribute the product through third parties.
Party A retains the right to distribute the white-labeled product through third-party distributors, retailers, or online platforms in the same territory where Party B holds distribution rights. However, Party A agrees to inform Party B in advance of any new third-party agreements in the designated market.
Distribution rights clause for agreed sales territories
This variation applies to agreed-upon sales territories.
Party B is granted the exclusive right to distribute the product within [specified geographic region]. Party B agrees not to distribute or promote the product outside the agreed-upon sales territories unless Party A provides prior written consent for expansion.
Distribution rights clause for product testing and certification
This variation applies when Party B is responsible for testing and certifying the product for the local market.
Party B agrees to conduct all necessary product testing and certification for the white-labeled product within the designated territory. Party B will ensure that the product complies with all local regulatory requirements and provides Party A with the necessary certification documents upon completion.
Distribution rights clause for exclusive retail sales
This variation applies to exclusive rights for retail sales.
Party A grants Party B exclusive rights to distribute the product through specific retail chains within [territory]. Party B may not sell the product to other retailers, and Party A agrees not to authorize any additional distributors for retail sales in the specified region during the term of the agreement.
Distribution rights clause for annual performance review
This variation applies to an annual performance review for the distributor.
Party A and Party B agree to conduct an annual review of Party B’s distribution performance. This review will assess sales volume, customer feedback, and compliance with the terms of the agreement. Based on the results, Party A may renew or modify Party B’s distribution rights for the following year.
Distribution rights clause for temporary exclusivity
This variation applies to temporary exclusivity for distribution.
Party A grants Party B temporary exclusivity to distribute the product in [territory] for a period of [specified duration]. At the end of this period, Party A reserves the right to reassess the exclusivity agreement and may appoint additional distributors or reallocate distribution rights based on performance.
Distribution rights clause for control over marketing expenditure
This variation applies when Party A controls the marketing budget.
Party A controls the marketing expenditure for the white-labeled product. Party B is required to submit a detailed marketing budget proposal for approval before commencing any marketing activities. Party B must ensure that all marketing efforts adhere to Party A’s guidelines and budgetary constraints.
Distribution rights clause for product review and modifications
This variation applies when Party B is permitted to review and suggest product modifications.
Party B has the right to review the white-labeled product and suggest modifications based on customer feedback and market conditions. However, all modifications must be approved by Party A before they are implemented, ensuring consistency with the original product design and branding.
Distribution rights clause for customer acquisition goals
This variation applies to customer acquisition targets.
Party B agrees to achieve specified customer acquisition goals within the first year of the agreement. Party A and Party B will collaborate on lead generation and marketing campaigns, and failure to meet the customer acquisition goals will result in the review of Party B’s distribution rights and potential termination of exclusivity.
Distribution rights clause for product launch support
This variation applies when Party A provides support for the product launch.
Party A agrees to provide Party B with the necessary tools, training, and promotional materials to support the launch of the white-labeled product in [territory]. Party A will assist in initial product promotions and help Party B coordinate launch events to maximize visibility and customer interest.
Distribution rights clause for reimbursement of marketing expenses
This variation applies when Party A reimburses Party B for marketing expenses.
Party A agrees to reimburse Party B for marketing expenses related to the white-labeled product, subject to the submission of detailed invoices and approval of marketing plans. Reimbursement will be capped at [specified amount] per year and must align with Party A’s overall marketing strategy.
Distribution rights clause for non-compete post-termination
This variation applies to non-compete clauses following the termination of the agreement.
After the termination of this agreement, Party B agrees not to engage in the distribution of any competing products within [territory] for a period of [specified duration]. This non-compete clause is meant to protect Party A’s interests and product exclusivity within the market.
Distribution rights clause for intellectual property use during distribution
This variation applies to Party B’s use of Party A’s intellectual property.
Party B is granted a limited, non-transferable license to use Party A’s intellectual property, including trademarks and brand materials, for the sole purpose of distributing the white-labeled product in [territory]. Party B may not use Party A’s intellectual property for any other purposes without prior written consent from Party A.
Distribution rights clause for annual inventory replenishment
This variation applies to inventory replenishment commitments.
Party B agrees to maintain an inventory of the white-labeled product in [specified territory] and will place orders for replenishment at least [specified time period] before inventory levels fall below agreed-upon thresholds. Party A will provide Party B with forecasts to help manage inventory levels efficiently.
Distribution rights clause for product version upgrades
This variation applies when Party A releases new product versions.
Party A agrees to provide Party B with access to new versions of the white-labeled product as they are developed. Party B will be given the opportunity to distribute the updated product in [territory], and any new versions will be subject to the same distribution rights and terms as the original product.
Distribution rights clause for the transfer of distribution rights
This variation applies when Party B may transfer the distribution rights.
Party B may transfer its distribution rights to another party only with the prior written consent of Party A. Any proposed transfer must be accompanied by details of the transferee’s qualifications and experience in distributing similar products, and Party A reserves the right to approve or deny the transfer based on these criteria.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.