Define product, territory, channel, and customer
List the covered products and revisions, geographic territory, online marketplaces, retail, wholesale, projects, food service, government, key accounts, and excluded customers. Clarify whether the distributor buys and resells, acts as agent, or combines roles. State rules for inbound inquiries, cross-border sales, passive sales, sub-distributors, and new products. Vague words such as Europe, online, or all customers create future conflict.
Make exclusivity conditional and reviewable
If exclusivity is justified, link it to launch milestones, minimum purchases or sales, active accounts, stock, reporting, payment performance, marketing execution, and compliance. Define measurement period, evidence, cure period, and what happens when targets are missed: loss of exclusivity, territory reduction, renegotiation, or termination. Avoid targets that depend on factors neither party controls without a review mechanism.
Agree how the market will be operated
Cover forecasts, orders, prices, currency, taxes, discounts, recommended or maximum pricing only where lawful, payment, credit, Incoterms, inventory, expiry, returns, warranty, samples, promotion, approvals, translations, regulatory work, product claims, customer service, complaints, recalls, data sharing, cybersecurity, and record retention. Identify who pays for listing fees, exhibitions, local registrations, and marketing assets.
Plan the end while the relationship is healthy
Define term, renewal, breach, insolvency, change of control, sanctions, force majeure, notice, cure, governing law, dispute resolution, confidentiality, intellectual property, post-termination brand use, customer data, outstanding orders, stock sell-off or repurchase, spare parts, warranties, and transition. A clean exit clause protects customers and brand reputation even when neither party expects to use it.
Questions buyers and suppliers often ask
Should a new distributor receive exclusivity immediately?
Usually it is safer to use a trial period, limited channel, or performance-based exclusivity until capability is demonstrated.
Are sales targets enough?
No. Include leading indicators such as listings, qualified accounts, launch activity, stock, reporting, and payment quality.
Can one template work in every country?
No. Competition, agency, tax, data, product, consumer, employment, and termination rules differ. Obtain local advice.