Distribution Partnership Agreement Template for England and Wales

A Distribution Partnership Agreement is a legally binding contract governed by the laws of England and Wales that establishes the terms and conditions under which a supplier appoints a distributor to sell and distribute products within a specified territory. The agreement covers crucial aspects including appointment terms, territory rights, pricing structures, minimum purchase requirements, marketing obligations, intellectual property rights, and termination provisions. It ensures compliance with UK competition law and relevant commercial regulations while protecting both parties' interests.

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What is a Distribution Partnership Agreement?

The Distribution Partnership Agreement is essential for businesses seeking to establish formal distribution channels in specific territories. This contract type, governed by English and Welsh law, defines the commercial relationship between suppliers and distributors, including crucial elements such as territorial rights, pricing structures, and performance obligations. It's particularly important for companies expanding their market reach while maintaining control over their distribution network and ensuring compliance with UK competition laws and commercial regulations. The agreement provides clear guidelines for both parties' responsibilities, risk allocation, and dispute resolution procedures.

What sections should be included in a Distribution Partnership Agreement?

1. Parties: Identifies the contracting parties and their legal details

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Defines the distributor's role and geographical territory

5. Supply of Products: Details the terms of product supply, ordering, and delivery

6. Prices and Payment: Specifies pricing structure and payment terms

7. Obligations of the Parties: Lists key responsibilities of both parties

8. Term and Termination: Specifies duration and termination provisions

What sections are optional to include in a Distribution Partnership Agreement?

1. Minimum Purchase Requirements: Sets minimum order quantities or values - use when supplier wants to ensure minimum sales volumes

2. Marketing and Promotion: Details marketing obligations and cost sharing - use when specific marketing requirements exist

3. Non-Compete Provisions: Restricts distributor from selling competing products - use when exclusivity is required

4. Training Requirements: Specifies training obligations - use for technical or complex products

What schedules should be included in a Distribution Partnership Agreement?

1. Products Schedule: List of products covered by the agreement

2. Territory Schedule: Detailed description of geographical territory

3. Price List: Current prices and discount structures

4. Service Level Agreement: Detailed performance metrics and standards

5. Technical Specifications: Product specifications and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

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What is a Distribution Partnership Agreement?

What sections should be included in a Distribution Partnership Agreement?

What sections are optional to include in a Distribution Partnership Agreement?

What schedules should be included in a Distribution Partnership Agreement?

Authors

Alex Denne

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