Can this agreement be signed electronically?

Yes. Electronic signatures satisfy the ESIGN Act (15 U.S.C. §7001) and UETA (1999) in most U.S. jurisdictions, provided there is intent to sign, consent to electronic records, attribution, and retention capability.

When is notarization required?

Most commercial distribution agreements do not require notarization. Notarization is necessary only for attached instruments (deeds, certain affidavits) or when local law or a counterparty specifically demands it.

Who should sign the agreement?

An authorized officer or signatory with corporate authority should sign. Retain evidence of delegation or board approval if required by the party’s corporate governance rules.

How do I revoke or amend the agreement?

Follow the amendment or termination procedures in the agreement. Amendments are typically valid if executed by authorized signatories and recorded in writing; electronic amendments follow the same ESIGN/UETA tests.

How long should copies be retained?

Keep signed originals for the term plus at least 3 years; retain tax or health-related records per IRC §6501(a) and 45 CFR §164.530(j) respectively.

What to do if a signer lacks authority?

Obtain ratification from the authorized corporate body or re-execute the agreement with a duly authorized signer to avoid enforceability challenges.

Electronic Signature
Templates
Miscellaneous
Distribution Agreement Template

Distribution Agreement Template

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

DISTRIBUTION AGREEMENT

This Distribution Agreement ("Agreement") is entered into as of Effective Date: , by and between:

Supplier Name: Distributor Name:

RECITALS

WHEREAS, Supplier develops, manufactures, or sources the products described in Schedule A and desires to engage Distributor to market, promote and sell such products in the Territory on the terms set forth herein; and

WHEREAS, Distributor has represented that it has the commercial capability, sales channels and personnel necessary to distribute the Products in the Territory and is willing to purchase and resell the Products subject to the terms of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms and conditions under which Supplier will supply Products to Distributor and Distributor will promote, market, and distribute the Products.

1. APPOINTMENT; TERRITORY

1.1 Appointment. Supplier appoints Distributor as a non-exclusive distributor of the products listed in Schedule A within the Territory, and Distributor accepts such appointment, subject to the terms and conditions of this Agreement.

Territory (geographic scope): Exclusivity:

Distributor granted exclusive rights in the Territory Non-exclusive appointment

2. SCOPE OF WORK

2.1 Distributor shall use commercially reasonable efforts to market, promote, sell and distribute the Products in the Territory in accordance with Supplier's published specifications and reasonable marketing guidelines. Distributor shall not alter Product packaging, labels or instructions without Supplier's prior written approval.

Detailed Scope (describe duties, sales targets, marketing responsibilities):

3. PAYMENT TERMS

3.1 Price. Distributor shall purchase Products at the prices set forth in Schedule B. Supplier may revise prices upon sixty (60) days' prior written notice, provided that prices for confirmed purchase orders shall remain fixed.

Standard Price Schedule Reference: Payment Terms (e.g., Net 30): Minimum Order Value (per order): Late Payment Fee (percent per month):

3.2 Invoicing and Payment. Supplier shall invoice Distributor upon shipment. Payments not made within the agreed payment period shall accrue interest at the stated Late Payment Fee and Supplier may suspend deliveries if amounts remain unpaid after notice and a ten (10) day cure period.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Renewal Option: Termination Notice Period (days):

4.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured thirty (30) days after written notice. Termination shall be without prejudice to any accrued rights or remedies.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public business, technical, financial and other information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Each party shall (a) hold Confidential Information in confidence, (b) not use it except to perform obligations under this Agreement, and (c) limit disclosure to employees and contractors who need to know and are bound to confidentiality obligations at least as protective as those herein. These obligations shall survive termination for five (5) years or as required by applicable law.

6. INTELLECTUAL PROPERTY

Supplier retains all right, title and interest in and to its trademarks, trade names, patents, copyrights and other intellectual property (collectively, "Supplier IP"). Distributor shall not challenge Supplier IP and shall use Supplier IP only as authorized in writing. Any goodwill generated by Distributor's use of Supplier IP shall inure to Supplier's benefit.

7. COMPLIANCE; INSURANCE; INDEMNITY

Distributor shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including import/export controls and consumer protection laws. Distributor shall maintain commercial general liability insurance and any product liability coverage customary in the industry.

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Agreement, negligence or willful misconduct, subject to limitations provided in Section 8.

8. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraud, breach of confidentiality, or indemnity obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Aggregate direct damages shall be limited to the total fees paid by Distributor to Supplier under this Agreement in the twelve (12) months preceding the claim.

9. RETURNS; WARRANTY

Supplier warrants that Products will conform to applicable specifications at time of shipment. Distributor's sole remedy for breach of warranty shall be repair or replacement of nonconforming Products at Supplier's option. Distributor shall follow Supplier's return authorization procedures as set forth in Schedule C.

Warranty Period (months):

10. AUDIT AND REPORTING

Distributor shall provide sales reports, forecasts and inventory reports in the format and frequency reasonably requested by Supplier. Supplier shall have the right, upon reasonable notice, to audit Distributor's relevant records to verify compliance with this Agreement.

Reporting Frequency:

11. FORCE MAJEURE

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, strikes, governmental action or supply chain disruptions. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate the effects.

12. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by registered mail, courier or certified delivery and shall be effective upon receipt.

Supplier Notice Address: Supplier Contact Name and Email: Distributor Notice Address: Distributor Contact Name and Email:

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of: without regard to conflict of laws principles. The parties shall first seek to resolve disputes in good faith; if unresolved within sixty (60) days, disputes shall be resolved by binding arbitration in the agreed forum.

14. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with the Schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a joint venture, partnership, or agency relationship except as expressly set forth.

Supplier:

By:

Date:

Distributor:

By:

Date:

What a Distribution Agreement Template Is

A Distribution Agreement Template is a standardized contract that sets out the commercial relationship between a supplier (or manufacturer) and a distributor. It defines rights and obligations such as territory, exclusivity, pricing, minimum purchase commitments, delivery and payment terms, product warranties, intellectual property licenses, and termination clauses. Using a template helps ensure consistent language, reduces negotiation time, and provides a clear record of performance expectations. Organizations typically adapt the template to reflect product-specific terms, regulatory requirements, and the governing law that will apply to disputes.

Why a Clear Template Matters for Risk and Efficiency

A well-drafted Distribution Agreement Template reduces ambiguity, sets measurable obligations, and limits exposure by allocating risk for delivery, returns, taxes, and IP. It also speeds contract cycles by providing negotiation-ready language that can be reused across deals.

Typical parties and teams that use this template

Legal, sales, operations, and procurement teams commonly prepare or review distribution agreements before routing to distributors for signature.

Manufacturers and suppliers negotiating resale, OEM, or channel relationships.
Third-party distributors and resellers responsible for sales and logistics.
In-house legal and commercial teams that standardize terms across product lines.

The template supports centralized approval and consistent risk allocation, helping non-legal teams execute transactions while preserving core protections.

Essential clauses to include in a professional template

A complete Distribution Agreement Template groups operational, commercial, and legal provisions so each party understands obligations and remedies. Include clear metrics and exhibits to limit disputes.

Scope and Territory

Define the products, permitted sales channels, and exclusive or non-exclusive territory. Precise geographic and channel definitions prevent overlapping rights and downstream conflicts.

Term and Renewal

State initial term, automatic renewal mechanics, and notice windows. Fix renewal and termination dates to avoid ambiguity and unexpected renewals.

Pricing and Payments

Specify pricing, discounts, invoicing frequency, accepted payment methods, and late-payment interest. Include currency and tax allocation language for cross-border deals.

Minimums and Performance

Include minimum purchase commitments, sales targets, and remedy steps for missed targets such as cure periods, non-renewal, or reduced exclusivity.

Intellectual Property

Clarify trademark licenses, permitted use of proprietary materials, ownership of improvements, and restrictions on reverse engineering or sublicensing.

Termination and Remedies

List termination for cause and convenience, post-termination rights, inventory buybacks, transition assistance, and limitations on damages and indemnities.

Step-by-step: how to complete the template

Follow these stages in order to prepare, approve, and execute a distribution agreement with minimal rework.

01

Draft Core Terms: Populate product, territory, term, and pricing fields with business-approved values.
02

Legal Review: Have counsel check indemnities, IP, and termination language for compliance and enforceability.
03

Commercial Sign-off: Obtain sales and finance approvals for minimums, pricing, and payment terms.
04

Execute and Archive: Collect signatures, capture audit trail, and store the executed copy under retention policy.

How execution and routing typically work

A typical electronic workflow reduces handoffs and records each action for audit and dispute resolution.

Upload Template: Sender uploads the agreement and attaches exhibits.
Place Fields: Insert signature, initial, date, and conditional fields for variable terms.
Add Signers: Assign roles and order; include countersigners and approvers if needed.
Sign and Store: Signers authenticate, sign, receive final copies, and audit records are retained.

Common online workflow settings to configure

Configure these settings to match your internal approval and signing policies before sending the template.

Field	Configuration
Signature Order	Sequential or parallel signing
Authentication	Email link, SMS code, or KBA
Reminders	Automatic send every X days
Retention	Store signed copies and audit trail

Technical considerations for sharing and e-signing

Confirm integrations, file formats, and authentication methods before implementing an e-sign workflow.

File Types: PDF | DOCX supported
Integrations: Salesforce, NetSuite, Google Workspace
Auth Options: Email, SMS, multi-factor

Use platforms that provide audit trails, secure storage, and optionally HIPAA or 21 CFR Part 11 compliance when required by industry.

Security and compliance elements to confirm

Encryption: TLS 1.2/1.3 in transit

Data at Rest: AES-256 encryption

Certifications: SOC 2 Type II, ISO 27001

Privacy Laws: GDPR and CCPA controls

Regulated Use: HIPAA available with BAA

Audit Trail: Tamper-evident timestamp and IP log

Primary legal and commercial risks to address

Breach Damages: Contractual damages and lost profits

IP Misuse: Unauthorized trademark or license use

Tax Exposure: Wrongful withholding or misclassification

Regulatory Fines: Industry-specific penalties for noncompliance

Invalid Signature: Defective consent under ESIGN

Recordkeeping: Failure to retain records may impair claims

Common drafting and execution mistakes

Using vague territory language that creates overlapping rights and dealer conflicts if not defined clearly.
Failing to specify minimum purchase obligations and measurement periods, which hinders enforcement of performance remedies.
Leaving IP license scope undefined, allowing divergent interpretations on branding and marketing use of marks.
Not confirming signatory authority or saving documentary proof of board or corporate approvals before execution.

eSignature vendor comparison for executing Distribution Agreement Template

Compare basic pricing and key compliance features when selecting an eSignature provider to execute distribution agreements and related exhibits.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No envelope cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Practical tips to reduce execution delays and disputes

Apply these drafting and operational practices to improve clarity and reduce negotiation cycles before distribution.

Standardize Core Terms

Keep key commercial terms consistent across templates so approvals are predictable; use exhibits for product-specific variations to limit full-contract redlines.

Use Defined Terms

Define industry-specific terms, delivery rules, and acceptance tests clearly to reduce disagreements about quality or performance.

Limit Conditional Language

Avoid open-ended qualifiers such as 'reasonable efforts' without measurable standards; include objective metrics where possible.

Preserve Audit Trails

Retain signed copies, timestamps, and proof of signer identity to support enforceability and dispute resolution.

Key timing elements to include and track

Track these dates to manage renewals, deliveries, and termination processes tied to the agreement.

Effective Date:

Date when rights and obligations begin

Notice Period:

Typically 30–90 days depending on clause

Minimum Purchase Windows:

Quarterly or annual measurement periods

Payment Due Dates:

Net 30, Net 45, or agreed term

Renewal Deadline:

Deadline to give notice before automatic renewal

Frequently asked questions about the Distribution Agreement Template

These answers cover common issues encountered when preparing, executing, and maintaining distribution agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures satisfy the ESIGN Act (15 U.S.C. §7001) and UETA (1999) in most U.S. jurisdictions, provided there is intent to sign, consent to electronic records, attribution, and retention capability.
When is notarization required?
Most commercial distribution agreements do not require notarization. Notarization is necessary only for attached instruments (deeds, certain affidavits) or when local law or a counterparty specifically demands it.
Who should sign the agreement?
An authorized officer or signatory with corporate authority should sign. Retain evidence of delegation or board approval if required by the party’s corporate governance rules.
How do I revoke or amend the agreement?
Follow the amendment or termination procedures in the agreement. Amendments are typically valid if executed by authorized signatories and recorded in writing; electronic amendments follow the same ESIGN/UETA tests.
How long should copies be retained?
Keep signed originals for the term plus at least 3 years; retain tax or health-related records per IRC §6501(a) and 45 CFR §164.530(j) respectively.
What to do if a signer lacks authority?
Obtain ratification from the authorized corporate body or re-execute the agreement with a duly authorized signer to avoid enforceability challenges.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now