International Distribution Agreement

Cross-border distribution agreement allocating commercial risk, regulatory responsibility, and IP protection between supplier and distributor.

Prerequisites

Collect before drafting:

Parties — legal names, entity type, jurisdiction, registration numbers, signing authority
Products — specs, regulatory classification, IP ownership, trademarks, certifications
Territory — countries/regions, customer carve-outs, online/direct sales rules, sub-distributor rights
Commercial terms — pricing model, currency, credit support, minimums/targets, forecast cadence
Logistics — Incoterms (current ICC edition), named place/port, inspection timeline, insurance
Compliance — export/import regimes, sanctions lists, anti-bribery laws, data protection triggers
Disputes — governing law, forum/arbitration seat, language, interim relief preferences

Workflow

Intake — capture assumptions and open variables; confirm with user
Appointment — exclusivity, territory, channels, reserved customers, performance thresholds
Transaction mechanics — orders, acceptance, pricing, payment/security, delivery, risk/title
Compliance — export controls, sanctions, anti-corruption, product regulatory, data protection
IP/brand — license scope, approvals, infringement handling, confidentiality, post-term cleanup
Exit and disputes — term/renewal, termination, sell-off, governing law, CISG, arbitration
Boilerplate — independent contractor, assignment/change of control, force majeure, notices

Clause Map

| Clause | Must Cover | Options | |---|---|---| | Appointment & Territory | Exclusivity, carve-outs, KPI targets | Non-exclusive; exclusive with performance cure | | Orders | PO requirements, acceptance window | Modify/cancel rules, fees | | Pricing | Adjustments, notice, price protection | FX pass-through, raw material triggers | | Payment | Method, due date, late interest | LC/standby LC, advance payment | | Delivery | Incoterms, risk transfer, title | Supplier or distributor insurance | | Inspection/Warranty | Inspection window, remedies | Repair/replace/refund | | Compliance | Export controls, sanctions, anti-corruption | Audit rights, termination triggers | | IP & Brand | License scope, approvals, goodwill | Prohibit third-party registrations | | Confidentiality | Scope, duration, trade secrets | Survival period | | Term/Termination | Term, renewal, cure periods | Immediate termination for sanctions breach | | Post-Term | Sell-off, returns, support | Customer warranty handling | | Liability/Indemnity | Caps, exclusions, carve-outs | IP/compliance carve-outs from cap | | Disputes | Governing law, CISG, arbitration | Courts, interim relief |

Template Skeleton

Definitions
Appointment and Territory
Products; Forecasts
Orders; Acceptance; Cancellations
Pricing; Taxes/Duties; Adjustments
Payment Terms; Credit Support
Delivery; Incoterms; Title/Risk
Inspection; Returns; Warranty
Compliance: Export/Import; Sanctions; Anti-Corruption; Regulatory; Data
IP License; Brand Use; Infringement
Confidentiality; Records; Audit
Indemnities; Limitation of Liability
Term; Renewal; Termination
Post-Term Obligations; Sell-Off
Dispute Resolution; Governing Law; CISG
General: Independent Contractor; Assignment; Force Majeure; Notices; Amendments; Counterparts
Signatures

Pitfalls and Checks

Exclude CISG by default — include only if parties affirmatively opt in
Specify Incoterms with named place/port and ICC edition year
If exclusivity granted, define performance thresholds, measurement period, and cure mechanism
Allocate import duties, VAT, and clearance responsibilities explicitly
Require ongoing sanctions screening for parties and sub-distributors
Include anti-corruption representations with audit/records obligations
Specify which party is registrant/applicant for product regulatory approvals
Add cross-border data transfer mechanism if personal data is involved
Carve out IP, confidentiality, and compliance breaches from liability caps
Provide sell-off period with payment obligations and brand-use limits post-termination