Distribution Agreement Template for United States

A Distribution Agreement sets the rules between companies that make products and the partners who sell them to customers in the Philippines. It spells out how distributors can market and sell products, what territories they can operate in, and their specific sales targets.

These contracts protect both sides under Philippine commercial laws by clearly defining pricing structures, payment terms, and quality standards. They also cover important details like exclusivity rights, trademark usage, and how to handle product returns or warranty claims - making them essential for businesses building reliable distribution networks across the archipelago.

Use a Distribution Agreement when expanding your product reach across the Philippines through third-party sellers or distributors. This becomes essential before letting others represent your brand, especially when entering new regional markets from Luzon to Mindanao, or when setting up exclusive distribution channels.

The agreement proves particularly valuable when defining complex supply arrangements, protecting intellectual property rights under Philippine law, or establishing multi-tiered distribution networks. It's crucial for businesses launching new products, managing multiple distributors, or needing clear accountability for sales performance and territory management.

• Exclusive Dealer Agreement: Grants sole distribution rights in specific Philippine territories, offering maximum market protection
• Non Exclusive Distribution Agreement: Allows multiple distributors in the same area, promoting healthy competition
• Standard Distributor Agreement: Basic template with flexible terms for general distribution needs
• Distribution Deal Contract: Short-term or project-specific distribution arrangements with defined outcomes
• Distribution Agreement Contract: Comprehensive version covering all aspects of distribution relationships

• Manufacturers/Suppliers: Philippine companies or international firms who own the products and want to expand their market reach through distribution networks
• Distributors: Local businesses authorized to sell and distribute products within specified territories across the archipelago
• Corporate Lawyers: Draft and review agreements to ensure compliance with Philippine distribution laws and protect client interests
• Sales Managers: Oversee implementation of distribution terms, targets, and territory management
• Compliance Officers: Monitor adherence to agreement terms and handle regulatory requirements
• Quality Control Teams: Ensure products meet standards specified in the agreement during distribution

• Basic Details: Gather complete legal names, addresses, and contact information for both manufacturer and distributor
• Territory Mapping: Define specific geographic areas in Philippines where distribution rights apply
• Product Information: List all products, specifications, pricing structures, and minimum order quantities
• Performance Metrics: Set clear sales targets, delivery timelines, and quality standards
• Payment Terms: Outline payment schedules, currency, and banking details
• Legal Requirements: Check Philippine distribution laws and licensing requirements for specific product categories
• Agreement Duration: Determine contract length and renewal terms

• Party Details: Complete legal names, addresses, and authorized representatives of manufacturer and distributor
• Scope Definition: Clear description of products, territory coverage, and distribution rights in the Philippines
• Term and Renewal: Duration of agreement, conditions for extension, and termination procedures
• Financial Terms: Pricing structure, payment schedules, and commission arrangements
• Performance Standards: Sales targets, quality requirements, and reporting obligations
• Intellectual Property: Trademark usage rights and brand protection measures
• Dispute Resolution: Choice of Philippine law, jurisdiction, and arbitration procedures
• Confidentiality: Protection of trade secrets and proprietary information

A Distribution Agreement is often confused with an Agency Agreement in the Philippines, but they serve distinct purposes in commercial relationships. Here are the key differences:

• Legal Relationship: Distributors purchase and resell products independently, while agents represent the principal and sell directly on their behalf
• Inventory Ownership: Distributors take ownership of inventory and manage their own stock, whereas agents never own the products they sell
• Risk and Profit: Distributors assume financial risks and earn through markup on sales, while agents earn commissions with minimal risk exposure
• Control Level: Distributors operate more independently in their business operations, while agents must follow strict principal guidelines
• Legal Liability: Under Philippine law, distributors are directly liable to customers, while principals retain primary liability in agency relationships