A Distribution Agreement is essential when a company wishes to expand its market presence in Nigeria through partnership with local distributors. This document is particularly relevant in the Nigerian market context, where effective distribution networks are crucial for business success and regulatory compliance is strictly enforced. The agreement should be structured to comply with Nigerian laws including CAMA 2020 and the Federal Competition and Consumer Protection Act 2018. It typically includes detailed provisions for product supply, territorial rights, performance metrics, brand protection, and dispute resolution. The document is fundamental for businesses establishing or maintaining distribution channels in Nigeria, whether for consumer goods, industrial products, or specialized equipment. It serves to protect both parties' interests while ensuring compliance with local regulations and market practices.

1. Parties: Identification and details of the supplier/manufacturer and distributor, including registered addresses and company registration numbers

2. Background: Context of the agreement, including supplier's business, products, and distributor's expertise in the relevant market

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

4. Appointment and Territory: Terms of distributor appointment (exclusive/non-exclusive) and defined geographical territory

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. Distributor Obligations: Core responsibilities including minimum purchase requirements, marketing efforts, reporting, and compliance with laws

7. Supplier Obligations: Responsibilities including product supply, support, training, and marketing materials

8. Ordering and Delivery: Process for placing orders, lead times, delivery terms, and acceptance procedures

9. Prices and Payment: Pricing structure, payment terms, currency, and price adjustment mechanisms

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

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Product warranties, mutual indemnifications, and liability limitations

13. Post-Termination: Rights and obligations after agreement termination

14. General Provisions: Standard boilerplate clauses including notices, assignment, force majeure, and governing law