Non Exclusive Distribution Agreement Template for India

This Non-Exclusive Distribution Agreement is structured under Indian law, specifically aligned with the Indian Contract Act, 1872, and related commercial legislation. The agreement establishes a non-exclusive commercial relationship between a supplier and distributor, defining the terms for product distribution within specified territories in India. It includes comprehensive provisions for pricing, minimum purchase requirements, quality control, intellectual property protection, and compliance with Indian regulatory requirements, while maintaining the supplier's right to appoint other distributors in the same territory.

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What is a Non Exclusive Distribution Agreement?

The Non-Exclusive Distribution Agreement is essential for businesses seeking to establish distribution networks in India while maintaining flexibility in their market approach. This document is particularly relevant when a supplier wishes to appoint distributors while retaining the right to appoint additional distributors or sell directly in the same territory. The agreement must comply with Indian commercial laws, including the Indian Contract Act, 1872, Competition Act, 2002, and relevant sector-specific regulations. It typically includes detailed provisions for territory definition, pricing structures, performance metrics, quality control, and compliance requirements. This agreement type is commonly used when testing new markets, maintaining competitive distribution channels, or when exclusive arrangements are not desired or legally advisable under Indian competition law.

What sections should be included in a Non Exclusive Distribution Agreement?

1. Parties: Identification of the supplier and distributor with full legal names and addresses

2. Background: Context of the agreement, including supplier's business, products, and intention to appoint non-exclusive distributor

3. Definitions: Key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Scope: Non-exclusive appointment, territory definition, and scope of distribution rights

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Orders and Supply: Process for ordering, minimum purchase requirements, delivery terms

7. Prices and Payment: Pricing structure, payment terms, and currency specifications

8. Obligations of Distributor: Distributor's duties, sales targets, marketing requirements, and reporting obligations

9. Obligations of Supplier: Supplier's commitments regarding product supply, support, and training

10. Intellectual Property Rights: Usage rights for trademarks, branding guidelines, and IP protection

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Product warranties, liability limitations, and indemnification provisions

13. Termination: Grounds for termination, notice periods, and post-termination obligations

14. General Provisions: Standard clauses including force majeure, notices, governing law, etc.

What sections are optional to include in a Non Exclusive Distribution Agreement?

1. Product Training and Support: Detailed provisions for technical support and training - include when complex products are involved

2. Quality Control: Specific quality assurance requirements - include for regulated products or when maintaining specific standards is crucial

3. Marketing and Promotion: Detailed marketing obligations and cost-sharing - include when significant joint marketing is anticipated

4. Insurance Requirements: Specific insurance coverage requirements - include when dealing with high-value or high-risk products

5. Data Protection: Specific data handling and privacy requirements - include when personal data processing is involved

6. Anti-Corruption Compliance: Detailed anti-corruption provisions - include when dealing with government contacts or high-risk territories

7. Import/Export Compliance: Specific trade compliance obligations - include for international distribution arrangements

What schedules should be included in a Non Exclusive Distribution Agreement?

1. Schedule 1 - Products: Detailed list of products covered under the agreement with specifications

2. Schedule 2 - Territory: Detailed description of geographical territory and any excluded areas

3. Schedule 3 - Prices: Price list, discount structure, and price revision mechanisms

4. Schedule 4 - Minimum Purchase Requirements: Quarterly/annual minimum purchase quotas and targets

5. Schedule 5 - Technical Specifications: Detailed product specifications and quality standards

6. Schedule 6 - Trademark Usage Guidelines: Specific rules for using supplier's trademarks and branding

7. Appendix A - Reporting Templates: Standard forms for sales reports and forecasts

8. Appendix B - Service Level Requirements: Performance metrics and service level standards

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

Jurisdiction

India

Publisher

Genie AI

Cost

Free to use

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