International Distribution Contract Template for Saudi Arabia

The International Distribution Contract is essential for foreign companies seeking to distribute their products in Saudi Arabia through local distributors. This document is particularly crucial given Saudi Arabia's specific regulatory requirements, including the Commercial Agencies Law and Shariah principles. It defines the appointment of the distributor, territorial rights, performance obligations, and compliance requirements while protecting both parties' interests. The agreement must address unique aspects of Saudi business law, including commercial registration requirements, anti-concealment regulations, and local commercial practices. It typically includes detailed provisions for product supply, pricing, intellectual property protection, and dispute resolution mechanisms that align with Saudi legal framework.

1. Parties: Identification of the supplier/manufacturer and the distributor, including full legal names, registration details, and addresses

2. Background: Context of the agreement, including brief description of the parties' businesses and their intention to enter into a distribution relationship

3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, and other specific terms

4. Appointment and Territory: Terms of distributor appointment, whether exclusive or non-exclusive, and precise definition of the territorial scope

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

6. Distributor's Rights and Obligations: Comprehensive list of distributor responsibilities, including sales targets, marketing obligations, and compliance requirements

7. Supplier's Rights and Obligations: Supplier's commitments regarding product supply, support, and training

8. Product Orders and Delivery: Procedures for ordering, minimum purchase requirements, delivery terms, and Incoterms

9. Prices and Payment Terms: Pricing structure, payment conditions, currency, and payment security requirements

10. Intellectual Property Rights: Usage rights for trademarks, patents, and other IP, including restrictions and protections

11. Confidentiality: Protection of confidential information and trade secrets

12. Compliance with Laws: Obligations to comply with Saudi laws, including Shariah principles and regulatory requirements

13. Termination: Grounds for termination, notice requirements, and consequences of termination

14. Post-Termination Obligations: Parties' obligations after contract termination, including handling of inventory and customer relationships

15. Governing Law and Dispute Resolution: Specification of Saudi law as governing law and dispute resolution mechanisms

16. General Provisions: Standard clauses including force majeure, notices, and amendments