ThomasMoreAI International Distribution Agreement
Cross-border distribution agreement allocating commercial risk, regulatory responsibility, and IP protection between supplier and distributor.
Prerequisites
Collect before drafting:
- Parties — legal names, entity type, jurisdiction, registration numbers, signing authority
- Products — specs, regulatory classification, IP ownership, trademarks, certifications
- Territory — countries/regions, customer carve-outs, online/direct sales rules, sub-distributor rights
- Commercial terms — pricing model, currency, credit support, minimums/targets, forecast cadence
- Logistics — Incoterms (current ICC edition), named place/port, inspection timeline, insurance
- Compliance — export/import regimes, sanctions lists, anti-bribery laws, data protection triggers
- Disputes — governing law, forum/arbitration seat, language, interim relief preferences
Workflow
- Intake — capture assumptions and open variables; confirm with user
- Appointment — exclusivity, territory, channels, reserved customers, performance thresholds
- Transaction mechanics — orders, acceptance, pricing, payment/security, delivery, risk/title
- Compliance — export controls, sanctions, anti-corruption, product regulatory, data protection
- IP/brand — license scope, approvals, infringement handling, confidentiality, post-term cleanup
- Exit and disputes — term/renewal, termination, sell-off, governing law, CISG, arbitration
- Boilerplate — independent contractor, assignment/change of control, force majeure, notices
Clause Map
| Clause | Must Cover | Options |
|---|---|---|
| Appointment & Territory | Exclusivity, carve-outs, KPI targets | Non-exclusive; exclusive with performance cure |
| Orders | PO requirements, acceptance window | Modify/cancel rules, fees |
| Pricing | Adjustments, notice, price protection | FX pass-through, raw material triggers |
| Payment | Method, due date, late interest | LC/standby LC, advance payment |
| Delivery | Incoterms, risk transfer, title | Supplier or distributor insurance |
| Inspection/Warranty | Inspection window, remedies | Repair/replace/refund |
| Compliance | Export controls, sanctions, anti-corruption | Audit rights, termination triggers |
| IP & Brand | License scope, approvals, goodwill | Prohibit third-party registrations |
| Confidentiality | Scope, duration, trade secrets | Survival period |
| Term/Termination | Term, renewal, cure periods | Immediate termination for sanctions breach |
| Post-Term | Sell-off, returns, support | Customer warranty handling |
| Liability/Indemnity | Caps, exclusions, carve-outs | IP/compliance carve-outs from cap |
| Disputes | Governing law, CISG, arbitration | Courts, interim relief |
Template Skeleton
- Definitions
- Appointment and Territory
- Products; Forecasts
- Orders; Acceptance; Cancellations
- Pricing; Taxes/Duties; Adjustments
- Payment Terms; Credit Support
- Delivery; Incoterms; Title/Risk
- Inspection; Returns; Warranty
- Compliance: Export/Import; Sanctions; Anti-Corruption; Regulatory; Data
- IP License; Brand Use; Infringement
- Confidentiality; Records; Audit
- Indemnities; Limitation of Liability
- Term; Renewal; Termination
- Post-Term Obligations; Sell-Off
- Dispute Resolution; Governing Law; CISG
- General: Independent Contractor; Assignment; Force Majeure; Notices; Amendments; Counterparts
- Signatures
Pitfalls and Checks
- Exclude CISG by default — include only if parties affirmatively opt in
- Specify Incoterms with named place/port and ICC edition year
- If exclusivity granted, define performance thresholds, measurement period, and cure mechanism
- Allocate import duties, VAT, and clearance responsibilities explicitly
- Require ongoing sanctions screening for parties and sub-distributors
- Include anti-corruption representations with audit/records obligations
- Specify which party is registrant/applicant for product regulatory approvals
- Add cross-border data transfer mechanism if personal data is involved
- Carve out IP, confidentiality, and compliance breaches from liability caps
- Provide sell-off period with payment obligations and brand-use limits post-termination