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1. Distribution
Agreement
Proposal
Your Company Name

2. 2 Table of Contents
01 02 03 04
05 06 08 0907
introduction Appointment,
Acceptance
and Scope
Order, Price,
Terms of Sale
and Payment
Representations
Responsibilities of
Distributor and
Company
Confidential
Information
Duration
and Termination
General
Provisions
Next
Steps

3. Introduction for Distribution Agreement3
This Distributor Agreement is created and effective as of (date) between (partner1_name) an
organization (firm_type) established under the laws of (country_name) with its headquarter in
(firm_location) represented by (representative of partner1), (designation); and (partner2_name),
a (firm_type) in (firm_location), represented by (representative of partner2), (designation).
Preamble –
► Distributor want to
purchase the Products
from Company for
resale them in regions,
geographies listed in
Territory section
► Company
manufactures
and sell products
listed in Product
section
► Company wants to
chose Distributor as its
exclusive distributor of
the Products in the
Territory
► Distributor expect an
appointment subjected
to terms and conditions
presented in this
Agreement, including the
exhibits and schedules
attached here
The Parties will work together & in compliance with each other in
context with the clauses.

4. 4
Appointment, Acceptance and Scope
► Company hereby
appoints Distributor as
its exclusive distributor
for its Products in
Territory
► Distributor will limit its
activities with respect to
Products in accordance
to Customers located in
the Territory
► Company is refrained to
sell, supply the Products
directly or indirectly in
Territory through other
party except Distributor
► Distributor’s sole authority
will be limited to selling
the Product in the
Territory
► Distributor is refrained from
selling & transferring the
Products directly or indirectly, to
other person outside the
Territory without the written
consent with Company
► Company shall not
contact any
Distributor’s Customer
for any reason

5. Appointment, Acceptance and Scope contd…
5
Territory
Rights are granted to Distributor for
the following geographical regions
and locations –
► Text Here
► Text Here
Sub Agents
► Distributors can appoint sub- agents, sub
distributors, or sub – representatives on
their behalf to perform Distributor’s
obligations in the Territory under this
Agreement
► Distributor is solely responsible for
providing compensation to subagents
Products
► Products manufactured and sold by
Company to Distributor for distribution
are mentioned below
► Text Here
► Text Here
Relationship of Parties
► Distributor is accepted as independent
contractor
► Distributor should no be granted as employee,
legal representative, dealer, general agent, joint
venture or partner of Company
► Distributor is refrained from making changes in
Company’s terms and conditions of sale, grant
and warranties

6. Order, Price and Terms of Sales and Payment
6
Company will make orders
► Company is obliged to timely accept the order from Distributor
► Company will have (number) business days after accepting order receipt (or reject with legitimate business reason) any order from distributor
► All orders should be fulfilled by Company within (number) business days after acceptance
Price and Shipment –
► Company agrees for selling and Distributor agrees to purchase the Products in the context to the Price and Volume Discount price
► Prices are subjected to increase once a year
► Company will inform Distributor in case of hike in prices at least (number) days before in written notice
Terms of Sale –
► All sales will be made by Company in accordance to terms and conditions of this Agreement
Payment –
► Distributor is obliged to transfer at least (percent) of total order price to Company after their order acceptance
► Distributor is obliged to submit remaining balance to Company in (number) business days after order fulfillment

7. Representations in Distribution Agreement7
► Distributor is a firm that is
duly organized, existing
validly. It qualifies to do
business & in good standing
& will remain in compliance
with all rules & regulations in
the business conduct,
specially in sale of Products
► Company is a firm that is
duly organized, existing
validly. It qualifies to do
business & in good standing
& will remain in compliance
with all rules & regulations in
the business conduct,
specially in sale of Products
► Company provide
warranty that Products will
be free from defects in
terms of designs,
materials & workmanship
► Company has right,
authority and power to
enter in this Agreement
► Both parties must be
free from any pending
or threatened litigation
► Each party is obliged with
this Agreement and is
enforced in accordance
with its terms

8. Responsibilities of Distribution Agreement8
Distributor ► Distributor confirms
that it will perform
services and
obligations diligently
► Distributor has
sole and
exclusive control
of its operations
► Distributor is liable for
the supervision and
expenses incurred by
its employees
► Distributor promise to
put best efforts in
distributing the
Products in Territory
Company ► Company will provide
sales support and
technical training to
Distributor
► Company will provide
sufficient quantities of
promotional brochures,
commercial information at
free of cost to Distributor
► Company will provide
free of cost training of
the Product and their
characteristics

9. 9
ConfidentialInformationin
DistributionAgreement
► Any information, technical data, software, pricing shared by one party to other party
shared directly or indirectly in oral, visual or tangible form cannot be disclosed to
public
► Such information cannot be shared from one party to any third party without the
written consent from the other party
► All propriety information disclosed in this Agreement will remain the property of
Disclosing Party
► After the successful completion of the Agreement, Recipient party will agree to return
all the Propriety information in its possession to Disclosing Party
► In case of breach of Propriety information breach, Recipient Party will be held
responsible and the Agreement will be terminated with necessary action on the
Recipient party

10. 10
Duration and Termination for Distribution Agreement
Effective Duration –
► Agreement will become effective on the date mentioned
► Agreement will continue in effect of period for (number) years
Termination –
► The agreement can be terminate by any party at any time and for any reason by giving prior written notice to the other party
► However if one party fails to perform any obligations mentioned in Agreement, other have the right to terminate the Agreement
immediately after written notice
► One Party becomes insolvent

11. General Provisions in Distributor Agreement11
Disputes-
► Both the parties agree in the event of dispute in context to Agreement that they first make
efforts to resolve the dispute through informal discussions
► In case of any dispute not informally resolved within the assigned period, the parties agree to
negotiate through mediation
► Mediator should be accepted by both the parties
► Cost of the mediator should be shared equally by both parties
► No Party is allowed to waive its legal rights to resolve this Agreement in legal forum
Amendments-
► This Agreement will be taken into effect after successful signing from both the parties and will
be effective for the period of (years) and after the mentioned time it will get terminated
► Agreement will be renewed at end of this period by mutual written agreement by both
parties
Entirety-
► The Agreement includes –
► Annexes
► Exhibits and Schedules
► Complete understanding and agreement between Parties
► No changes will be taken into consideration unless not signed by both Parties

12. Next Steps for Distributor Agreement12
It is requested to read the MoA to get the understanding of the details involved in working
with us. Everything should be fair, transparent and easily understandable at the beginning
in order to lay a solid foundation for better work relationship.
We firmly believe in clarifying things and sorting out the issues in order to find
the most suitable way to work together.
► Discuss the desired changes
► Accept the proposal
► Sign and finalize the proposal
► Once we get the notification of your proposal acceptance, we will send you the
separate copy of the signed contract for your record
► Feel free to contact
► Add text here
► Add text here
(user_ assigned)
(use_ title)
Signature
Proposal Lead
(client_ contact_ first)
(client_ contact_ last)
(client_ name)
Signature
Proposal Lead

13. 13
Contact Us
Company Logo
Company Name
Company
Address
Website and Social
Media Accounts
Phone
Number

14. 14
Additional Slides

15. 01 02 03
Vision
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Mission
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Goal
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Our Mission15

16. Roadmap for
Process Flow
16
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17. 17 Timeline
Start
End
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18. 18 30 60 90 Days Plan
30
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90
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