How To Use
This review list is provided to inform you about the document in question and assist you in its preparation.
- The Manufacturer should be alert to the dangers in establishing any long-term exclusive relationship with a Distributor. This non-exclusive agreement sidesteps most of those issues.
- This agreement creates a non-exclusive right on behalf of the Distributor to market the products in the territory defined by the parties. This is a relatively benign agreement with limited recourse of the Distributor against the Manufacturer.
- Manufacturers still need to also be alert that terminating a Distributor with or without cause, can lead to serious legal charges being brought against the Manufacturer involving everything from the broad category of “good faith” dealing to antitrust claims. This is an area ripe with dangerous legal traps that are different in many states. Before entering into a non-exclusive Distributor Agreement we strongly recommend you consult with a knowledgeable business attorney about the implications in your state and the Distributor’s state regarding such agreements. Having said this, there are far fewer risks associated with a non-exclusive than with an exclusive agreement.
- Print two copies of the Agreement so each party can have a copy that is an original.
Non-Exclusive Distributor Agreement
This Non-Exclusive Distributorship Agreement (“Agreement”) is made and effective this ______________ (Date), by and between (“Distributor”) _______________________________________ (Name and Address) and (“Manufacturer”) _______________________________________ (Name and Address). Manufacturer desires to appoint Distributor, and Distributor desires to accept appointment, as a non-exclusive distributor of Manufacturer’s products within a defined area as set forth herein.
Therefore, in consideration of the mutual agreements and promises set forth herein, it is agreed:
1. Rights Granted.
Manufacturer hereby grants to Distributor the non-exclusive right, on the terms and conditions set forth herein, to purchase, inventory, promote and resell “Manufacturer’s Products” (as defined below) within the following area (the “Territory”). Nothing herein shall prevent or prohibit Manufacturer from selling any of Manufacturer’s Products to other distributors or directly to customers other than the ones as listed as follows: ___________________________________________________________________
The term “Manufacturer’s Products,” in this Agreement, shall mean the products, related service parts and accessories manufactured and/or sold by Manufacturer as follows:
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
In Witness whereof, the parties have executed this Agreement as of the date first written above.