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Drafting Product Distribution Agreements: Allocating Supplier and Distributor Risks

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, May 19, 2020

Recorded event now available

or call 1-800-926-7926

This CLE course 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 contracts 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 deal, exclusivity obligations, including the impact of e-commerce, enforceable non-compete 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. The panel will also address (i) special industry laws that regulate certain types of product distribution arrangements; and (ii) determining if a product distributorship is really a franchise and the significance of this outcome.



  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. Pricing and Antitrust issues
  4. Indemnification
  5. Choice of law, forum, and arbitration
  6. Industry-specific laws and requirements affecting distribution agreements
  7. Distinguishing distribution agreements and franchises


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?
  • What industries have special laws regulating distribution arrangements?
  • When is a distribution agreement really a franchise and why franchise status matters?


Lyon, Jesse
Jesse D. Lyon

Davis Wright Tremaine

Mr. Lyon helps food, beverage, alcohol, and branded agriculture companies find and realize business opportunities and...  |  Read More

Spandorf, Rochelle
Rochelle (Shelley) Spandorf

Davis Wright Tremaine

Ms. Spandorf focuses her practice on business franchise and distribution issues, representing franchisors,...  |  Read More

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