Drafting Product Distribution Agreements: Allocating Supplier and Distributor Risks

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, February 15, 2018

Recorded event now available

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Program Materials

This CLE webinar will provide business counsel with a roadmap for drafting and negotiating product distribution agreements. The panel will discuss key clauses that should be included in the agreements and explain strategies for mitigating risk and avoiding common negotiation pitfalls.


Drafting product distribution agreements is challenging for counsel to suppliers and distributors as marketing and distribution methods continue to evolve. When negotiating distribution agreements, counsel for both parties must understand the business operations and goals of the parties and carefully construct key contract provisions.

Product distribution agreements should address, at a minimum, the scope of the agreement, exclusivity obligations, including the impact of e-commerce, enforceable noncompete obligations and performance requirements. Familiarity with applicable legal rules that govern the parties’ relationship is essential to drafting a contract that both avoids conflict with those rules and minimizes any adverse impact from them. The use of form agreements presents legal risks to the extent they fail to reflect the clients’ actual business processes.

Listen as our panel of attorneys experienced in negotiating product distribution agreements discusses best practices for drafting and negotiating the contracts. The panel will review specific clauses that should be included in agreements and provide strategies for avoiding common negotiation pitfalls.



  1. Types of distribution agreements
    1. Exclusive distributorship
    2. Non-exclusive distributorship
  2. Commonly negotiated provisions
    1. Scope of agreement
    2. Non-exclusivity or exclusivity, implications of e-commerce
    3. Noncompete clauses
    4. Performance obligations
    5. Payment
    6. Reporting obligations
    7. Trademark licensing
    8. Termination and post termination remedies
  3. Indemnification
  4. Choice of law, forum and arbitration
  5. Statutory restrictions and requirements


The panel will review these and other key issues:

  • What are the key contract terms to include in product distribution agreements?
  • How can counsel for suppliers and distributors best mitigate risk when drafting and negotiating distribution agreements?
  • What are the most commonly disputed issues during contract negotiations and what are some effective strategies for resolving them?


Jaglom, Andre
Andre R. Jaglom

Tannenbaum Helpern Syracuse & Hirschtritt

Mr. Jaglom counsels clients in the distribution and marketing field, including the establishment and restructuring of...  |  Read More

Scannapieco, John
John M. Scannapieco

Baker Donelson Bearman Caldwell & Berkowitz

Mr. Scannapieco is Co-Leader of the firm’s Global Business Team. He assists U.S. and foreign clients in...  |  Read More

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