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Distribution Agreement
I need a distribution agreement for a local distributor in Hong Kong to exclusively distribute our electronic products. The agreement should include terms on minimum purchase requirements, territory limitations, and a 2-year term with an option for renewal.
What is a Distribution Agreement?
A Distribution Agreement sets out the legal terms between a supplier and distributor for selling products in specific markets. These contracts are especially common in Hong Kong's trading hub, where companies need clear rules for handling everything from electronics to luxury goods across Asia-Pacific territories.
The agreement covers key business details like sales targets, pricing controls, exclusive rights, and product quality standards. Under Hong Kong law, it must clearly spell out each party's obligations, including compliance with local competition rules and consumer protection requirements. Good agreements also address practical matters like marketing support, returns policies, and how to handle contract disputes.
When should you use a Distribution Agreement?
Use a Distribution Agreement when expanding your sales reach through third-party distributors in Hong Kong and beyond. This becomes essential once you're ready to scale beyond direct sales, especially when entering new markets or launching products through established distribution networks.
The agreement proves particularly valuable for manufacturers working with multiple distributors, companies expanding into mainland China, or businesses needing to protect their brand across different territories. It helps prevent channel conflicts, maintains pricing consistency, and ensures regulatory compliance - especially important under Hong Kong's strict commercial laws governing product safety and fair competition.
What are the different types of Distribution Agreement?
- Distribution Agreement: Standard template covering basic distribution rights, territories, and obligations - ideal for most Hong Kong businesses.
- Distribution Agreement Contract: More detailed version with comprehensive terms for complex distribution relationships and cross-border trade.
- Distribution Partnership Agreement: Focuses on collaborative arrangements with shared responsibilities and joint marketing efforts.
- Supplier Agreement: Emphasizes product supply terms and quality standards, commonly used in manufacturing sectors.
- Simple Work Contract Agreement: Streamlined version for straightforward distribution arrangements with minimal complexity.
Who should typically use a Distribution Agreement?
- Manufacturers/Suppliers: Companies producing goods who need reliable distribution channels in Hong Kong and beyond, often based in mainland China or other Asian manufacturing hubs.
- Distributors: Local Hong Kong companies with established networks who handle product storage, marketing, and sales to retailers or end customers.
- Legal Counsel: In-house or external lawyers who draft and review Distribution Agreements to ensure compliance with Hong Kong competition laws.
- Sales Directors: Key decision-makers who negotiate territory rights, sales targets, and commission structures.
- Compliance Officers: Professionals who monitor adherence to distribution terms and regulatory requirements.
How do you write a Distribution Agreement?
- Basic Details: Gather company information, business registration numbers, and authorized signatories from both distributor and supplier.
- Product Specifics: List all products covered, including specifications, pricing structures, and minimum order quantities.
- Territory Rights: Define exact geographical areas for distribution, including any exclusivity arrangements.
- Performance Metrics: Set clear sales targets, delivery timeframes, and quality control standards.
- Legal Requirements: Our platform ensures compliance with Hong Kong competition laws and consumer protection regulations.
- Payment Terms: Document commission rates, payment schedules, and currency arrangements.
What should be included in a Distribution Agreement?
- Party Details: Full legal names, registration numbers, and authorized representatives of both supplier and distributor.
- Territory Definition: Clear geographical boundaries and any exclusivity rights within Hong Kong and other covered regions.
- Product Specifications: Detailed description of products, quality standards, and compliance with local safety regulations.
- Commercial Terms: Pricing structure, payment terms, minimum purchase requirements, and delivery obligations.
- Duration & Termination: Contract period, renewal conditions, and grounds for early termination.
- Dispute Resolution: Hong Kong jurisdiction clause, mediation procedures, and arbitration provisions.
- Compliance Clauses: References to Competition Ordinance and data protection requirements.
What's the difference between a Distribution Agreement and an Agency Agreement?
A Distribution Agreement differs significantly from an Agency Agreement in several key aspects, though both involve selling products in Hong Kong markets. Understanding these differences helps you choose the right agreement for your business relationship.
- Ownership of Goods: Distributors purchase and own inventory before reselling, while agents never take ownership and simply facilitate sales on behalf of the principal.
- Risk and Reward: Distributors assume financial risk and profit from markup margins, whereas agents earn commissions on sales without inventory investment.
- Legal Relationship: Distributors operate as independent businesses under Hong Kong law, while agents legally represent and bind their principals.
- Control Level: Distribution Agreements allow more autonomy in sales strategies, pricing, and customer relationships, while Agency Agreements typically involve stricter principal oversight.
- Liability Structure: Distributors bear direct liability for product issues to end customers, while agents generally transfer liability to their principals.
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