Exclusive Distribution Agreement

A free template for exclusive distribution agreements — with clear provisions on what happens if either party's business changes ownership.

Note: This template is drafted under Danish and EU competition law. It is provided as an English translation for your convenience.

An exclusive distribution agreement gives one distributor the exclusive right to resell a supplier's products in its own name and for its own account within a defined territory. Read our full walkthrough of what an exclusive distribution agreement is, and what to watch for if the business behind it is sold (currently in Danish), before using the template.

Important regarding a change of ownership: The template contains an explicit provision on what should happen if the ownership behind either party changes — for example when the business is sold. Without such a provision, it's far from always clear whether the agreement automatically transfers to a new owner.

What does the template contain?

  • Fields to fill in the parties' name, company and registration number
  • Definition of products, territory and any customer group
  • The scope of the exclusive distribution right and any exceptions
  • The mutual obligations of the Supplier and the Distributor
  • An explicit competition law provision keeping the agreement free of unlawful restrictions such as fixed resale prices and bans on online sales
  • Duration, notice period, and a clear provision on a change of ownership at either party
  • A signature table for both parties

Who is it for?

The template is written generally, so it can be used both by suppliers wanting to appoint an exclusive distributor, and by distributors entering an exclusive distribution agreement. If your situation is more complex — for example involving cross-border sales or a significant investment by the distributor — we recommend having the template reviewed by a lawyer experienced in distribution and competition law before it's signed.

Download as PDF or Word:

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The template is free and does not constitute legal advice. Book a no-obligation call if you'd like help adapting it to your specific situation.

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