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A distribution agreement, also known as a distributor agreement, is a contract between a supplying company with products to sell and another company that markets and sells the products. The distributor agrees to buy products from the supplier company and sell them to clients within certain geographical areas.
Differences between agency and distribution An agent is paid commission on a percentage basis. A distributor sells the product to the customers and will usually add a margin to cover costs and profit. The agent does not own the products. A distributor owns the goods, and takes the risk of the goods not selling.
Exclusivity clauses are generally enforceable when they are properly drafted. Federal law typically permits exclusivity clauses in contracts, as do most state laws. Specific restrictions may be imposed depending on the nature of your contract, what services you provide, and the terms of the agreement.
Exclusive dealing is not per se or presumptively illegal under either the Sherman Act or the Clayton Act, and are therefore subject to the Rule of Reason.
How Distribution Agreements Work Set an appointment with the manufacturer. Negotiate the distribution terms. Review specifics, such as promotional literature. Hire a business lawyer to help you draft the terms. Sign or renegotiate the contract. Begin executing the agreement as contained within provisions.
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Guide to Antitrust Laws. Exclusive dealing or requirements contracts between manufacturers and retailers are common and are generally lawful.
Exclusive distribution agreement Sometimes, the distributor is the only distributor of the suppliers product within a specific geographical area. In other exclusive agreements, the distributor has the sole authority to sell the product to certain customers, meaning no other distributor can sell to those customers.
Exclusive dealing is common in business arrangements. It is only illegal when it substantially lessens competition.

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