Distribution or reseller agreement
Review a distribution agreement before you commit
Distribution agreements fail on two clauses that look procedural: the minimum purchase targets that convert exclusivity into an obligation, and the termination provisions that decide whether years of building a market end with compensation or with nothing.
For distributors, resellers, agents and the suppliers appointing them.
No account needed. You see the price before paying, and the report opens immediately after.
What we check in a distribution or reseller agreement
Every review of this contract type runs the full checklist, then reports what it found with the clause quoted and the line number.
- Exclusive, sole or non-exclusive appointment, and in which territory
- Minimum purchase or sales targets, and the consequence of missing them
- Whether missing a target converts exclusivity to non-exclusivity automatically
- Pricing, margin and the supplier's right to change list prices mid-term
- Whether the supplier may sell direct into your territory, and any house-account carve-outs
- Online sales and marketplace restrictions, which frequently cut across territory
- Stock obligations, minimum orders and who carries unsold inventory
- Marketing spend commitments on both sides
- IP and trade mark license for the term, and what happens to marketing assets on exit
- Termination notice, and any compensation or goodwill indemnity on termination
- Post-termination stock buy-back and the sell-off period
Red flags we see most often
These are the specific terms that turn a routine distribution or reseller agreement into an expensive one.
- Exclusivity conditional on targets set unilaterally by the supplier each year
- The supplier free to sell direct into your territory with no compensation
- Termination for convenience on short notice after you have built the market
- No stock buy-back obligation, leaving you with unsaleable inventory
- Price changes effective immediately, with orders already accepted
- A prohibition on online sales drafted so widely it captures your own website
- No goodwill or agency compensation where local law would otherwise provide it
What you get back
Not a summary of what the contract says. A list of what to change, and the wording to change it to.
Risk score and verdict
A calibrated 0–100 score with a one-line verdict. Clean documents score low — the score is only useful if it can say "this is fine".
Findings with the quote
Each issue names the clause, quotes it verbatim, explains the consequence in your contract's own numbers, and says how far it deviates from market standard.
Pasteable redlines
Replacement wording drafted for each issue, ready to send back to the other side.
What's missing
The standard protections for this contract type that your document does not contain.
Deadlines to calendar
Every date and trigger that costs you something if you miss it, with the consequence spelled out.
Negotiation playbook
Your asks in priority order, the reason to give for each, and the fallback position if they refuse.
Questions about distribution or reseller agreements
What is the difference between a distributor and an agent?
A distributor buys and resells on its own account and takes the margin and the risk. An agent sells in the supplier's name for commission. The distinction matters commercially and legally - in many jurisdictions agents have statutory compensation rights on termination that distributors do not, so how the agreement characterizes you affects what you receive when it ends.
Can a supplier terminate a distribution agreement without compensation?
It depends on the contract and on local law. Some jurisdictions grant a departing distributor or agent an indemnity for the goodwill they built. Where the contract is silent and no statutory right applies, notice may be all you get - which is why the notice period and any buy-back obligation matter so much.
What are minimum purchase targets?
A volume the distributor commits to buying, usually per year. They are the mechanism that turns exclusivity into an obligation: miss the target and exclusivity typically drops away or the agreement becomes terminable. Negotiate how the target is set, not just its size.
Should a distribution agreement restrict online sales?
Suppliers often want to, and competition rules in several jurisdictions limit how far they can. A restriction drafted too widely can be both commercially damaging and legally vulnerable, so it is worth flagging rather than accepting.
Related guides
Liability Cap Explained: What's Inside It, What Escapes
How liability caps are usually set, which claims are carved out and become uncapped, and why the carve-out list matters more than the number itself.
Auto-Renewal Clause Explained: How to Actually Get Out
Why the notice window has usually passed before anyone looks, how renewal dates are really calculated, and the wording that caps price rises on renewal.
IP Assignment vs License: Which Are You Really Signing?
Assignment transfers ownership permanently; a license grants permission. Where the line sits in employment, freelance and brand contracts - and why it matters.
Review your distribution or reseller agreement now
$49, no account, about two minutes. See a complete sample report first if you want to judge the depth before paying — and if yours finds nothing you can act on, we refund it.
Other contract types: NDA · employment contract · freelance contract · SaaS agreement · severance agreement · lease · consulting agreement · non-compete · MSA · partnership agreement · loan agreement · terms of service · influencer agreement · purchase agreement · settlement agreement · licensing agreement · insurance policy