This Distribution Agreement is between a corporation who supplies or manufactures products and a distributor who agrees to distribute the products on an exclusive basis. This agreement sets forth the details of the arrangement including the exclusive rights of distributor, territory in which the distributor can market and sell the products and the price and payment terms for the products. It is important that this type of business agreement be set out in writing. A written Distribution Agreement (Exclusive) will be invaluable in the event there are disagreements between the supplier/manufacturer and the distributor.

This Distribution Agreement (Exclusive - Long Form) includes the following provisions:

• Parties: The names and business addresses of the corporation (supplier/manufacturer) and the distributor;
• Appointment of Distributor: Sets out that corporation gives the distributor the exclusive rights to market and distribute products in a specific territory;
• License: Sets forth that distributor has the rights to use the trademarks associated with the products as long as this agreement is in effect;
• Products: Sets out a brief description of the products which distributor agrees to sell and market;
• Territory: Sets out the specific territory (i.e., city, state or district) in which distributor can sell the products;
• Price and Payment Terms: Sets out that the price will be the list price at time of order and payment is due within ninety days;
• Security Interest: Sets out that corporation will retain a security interest in the products until distributor has paid for the products;
• Minimum Purchases: Sets out the minimum number of products which distributor may purchase;
• Exclusivity: Sets out that distributor shall not sell or distribute a competitor’s products;
• Warranty: Sets out the supplier/manufacturer’s warranty as to the products sold to distributor;
• Term and Termination: Sets out the term of this agreement and procedures for termination;
• Products and Trademarks: Exhibit A sets out a detailed list and description of the products purchased and the trademarks which distributor may use under this agreement.

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This attorney-prepared packet contains:

1. General Instructions
2. Distribution Agreement (Exclusive Long Form)

State Law Compliance: This form complies with the laws of your state