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Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

In distribution, it must be particularly clear what commercial freedom the distributor is granted and what control the supplier retains. Exclusivity, minimum purchase quantities, territory, brand usage, and termination are the provisions that usually lead to disputes later on

  • For suppliers, producers, importers, and distributors
  • Attention to exclusivity, sales territory, minimum purchase, and targets
  • Use of trademarks, online sales, inventory, pricing, and termination regulated
  • Competition law risks are practically taken into account

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About us

Our expertise in distribution agreements

Our lawyers and in-house counsel assist suppliers, manufacturers, importers, distributors, and resellers with distribution agreements, terms of delivery, trademark rights, international sales, and commercial contracts.

Customization for your distribution agreement

An exclusive distributor, non-exclusive reseller, importer, online reseller, or international distributor does not require the same agreements. Therefore, we tailor the agreement to your products, markets, and commercial goals.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with commercial contracts, corporate law, and IP
  • Attention to risk, negotiation, and termination
  • Fixed rates in advance where possible
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise in distribution agreements

Our lawyers and in-house counsel assist suppliers, manufacturers, importers, distributors, and resellers with distribution agreements, terms of delivery, trademark rights, international sales, and commercial contracts.

Customization for your distribution agreement

An exclusive distributor, non-exclusive reseller, importer, online reseller, or international distributor does not require the same agreements. Therefore, we tailor the agreement to your products, markets, and commercial goals.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with commercial contracts, corporate law, and IP
  • Attention to risk, negotiation, and termination
  • Fixed rates in advance where possible

Reviews (21)

Julia

A very smooth onboarding as a new client. The lawyer showed great commitment to safeguarding our interests. The quality fully met our expectations.

Najat

Practical advice that we could use immediately. It was nice that they didn't charge by the hour for a simple extra question. The service was professional and personal.

Yassine

The accessibility of the office is excellent. We greatly appreciated the pragmatic approach taken in resolving the bottlenecks. The service was professional and personal.

Rik

Practical advice that we could immediately put into practice. The expertise regarding e-commerce legislation was clearly the added value in this process. Our clients are responding positively to the clear general terms and conditions.

Ahmed

It is pleasant when a party immediately understands the core of the problem. It was nice that we could call in directly if anything was unclear in the draft. Our customers respond positively to the clear general terms and conditions.

Ismail

We had a rather specific legal issue, but this was no problem at all. They were fantastic at thinking along with us about how we could keep the document commercially friendly. A party that delivers on what it promises on its website.

Samira

We had many questions, but these were answered patiently and promptly. The atmosphere during the discussions was always relaxed but highly focused on results. The document was accepted flawlessly by our investors.

Yousra

The intake was not only informative, but we learned a lot right away. Clauses were added that protect us against risks we did not see ourselves. A party that delivers on what it promises on the website.

Rose

The lawyer's sharp questions immediately got us thinking. They managed to reduce an extremely tough file to manageable proportions. These documents will undoubtedly save us a lot of headaches in the future.

Emre

Action was taken quickly and work was carried out meticulously. The discussion regarding specific non-compete clauses was handled very professionally. Our clients respond positively to the clear general terms and conditions.

Zoe

The lawyer took a practical approach with our company. The fixed price upfront instilled confidence. These documents will undoubtedly save us a lot of headaches in the future.

Finn

The personal touch during the initial meeting was a major plus. The revisions were spot-on every time and required virtually no correction on our part. A company that delivers on what it promises on its website.

Luca

The clear structure of the process was well communicated in advance. The service felt personal and reliable. Our clients respond positively to the clear general terms and conditions.

Demi

The intake was personal and concrete. They flawlessly managed to expose the pain points in our current contract. Fantastic value for money for this level of expertise.

Jasper

The commitment to our case was palpable from the very first minute. They considered not only preventing disputes but also their practical solutions. The service was professional and personal.

Brahim

It was nice that potential pitfalls were proactively considered. The document was legally well-substantiated. Our business partners were impressed by the professionalism of the contracts.

Wilco

The friendly approach immediately put us at ease. We received not only a document, but also a corresponding manual for its use. The document was flawlessly accepted by our investors.

Yahya

The commitment to our case was palpable from the very first minute. Even outside regular hours, we received a quick response to an urgent question. A party that delivers on what it promises on its website.

Driss

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Dennis

We needed a custom solution, and that was handled well. The feedback we received on our own concept was incredibly insightful and useful. It is clear that they have a passion for entrepreneurship.

Ayoub

From day one, there was open and honest communication. We received not only a document but also a corresponding manual for its use. Fantastic value for money for this level of expertise.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

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A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
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What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
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The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

A few fundamental choices determine how strict or flexible the agreement becomes. Make these choices consciously.

Choice or question Why this matters legally
Exclusive or non-exclusive? With exclusivity, the distributor gains a strong position; you then limit your own sales opportunities in the area.
Which territory and which customers? Determine whether territorial or customer group restrictions are permitted under competition law (Regulation (EU) 2022/720).
For a fixed or indefinite period? A fixed term provides certainty; an indefinite term offers flexibility but requires a clear termination policy.
Which purchase and turnover obligations? Target figures keep the distributor sharp, but excessively high minimums lead to conflicts in the event of a disappointing market.
Dutch or foreign law? In international distribution, you choose the applicable law and consider whether mandatory law of the other country applies nonetheless.
Clauses and provisions

Which components belong in a distribution agreement?

The following components form the core of a workable distribution agreement. For each component, you will read when it is relevant and what to look out for.

Provision Relevant to Legal point of attention
Products and area Always Describe which products fall under the agreement and in which territory the distributor may sell.
Exclusivity By exclusive right Record whether the distributor is the sole seller in the area and whether you are still permitted to supply customers there yourself.
Prices and discounts Always Determine purchase prices, tiered pricing, and the change procedure; ensure that you do not impose a fixed resale price.
Minimum order quantity Regarding objectives Agree on the minimum annual turnover or quantities the distributor must purchase and the consequences of underperformance.
Duration and termination Always Determine the duration, notice period, and grounds for early termination.
Intellectual property In case of trademark use Arrange the distributor's use of your brand and logo and its termination afterwards.
Liability and warranty Always Divide the responsibility for product warranties, complaints, and any recalls.
Disputes and law Always Choose the applicable law and the competent court or arbitration, especially in the case of cross-border distribution.
Use in practice

How do you use this document correctly?

The steps below ensure that the agreement does not end up in a drawer but actually works.

Situation What should you do? Point of attention
For signature Have both parties check all attachments (price list, product list) Attachments often determine the actual agreements and must be accurate.
At the start Confirm the exclusivity and the territory internally with your sales team Prevents you from accidentally delivering in the assigned area yourself.
Annual Evaluate the achieved purchase volume and revenue against the agreed minimums Makes underperformance open for discussion in a timely manner and substantiates any potential termination.
Upon change Adjust prices or conditions only in writing according to the agreed procedure Oral promises lead to ambiguity and disputes.
Common mistakes

Common mistakes

In practice, you see these errors recurring most frequently in distribution agreements.

Wrong Consequence Better approach
Impose a fixed resale price Violation of competition law and possible fine Provide only a suggested retail price or maximum price, not a fixed or minimum price.
No termination clause for indefinite periods Uncertainty and risk of a damage claim upon termination Include a reasonable notice period and clear grounds.
Exclusivity without minimum purchase Distributor blocks your market without performing Link exclusivity to enforceable purchase or revenue targets.
Trademark usage not regulated The distributor continues to use your brand after expiration Rules regarding licensing and immediate termination of trademark use upon termination of the agreement.
No choice of law for export Uncertainty regarding law and competent court Explicitly specify the applicable law and forum in the contract.
Risk profile

What is your situation and what do you pay attention to?

Depending on your situation, the focus shifts to other risks. Do you recognize yourself in this?

Risk profile Example Focus in the document
Producer with new distributor You are seeking market reach through an external party Strictly define consumption, scope, and termination to limit dependency.
Distributor with major investment You invest in inventory and marketing Stipulates sufficient duration and a fair phase-out arrangement upon termination.
International distribution Cross-border sales Pay attention to choice of law, mandatory law, and possible goodwill compensation abroad.
Exclusive partnership One party is granted the exclusive right Test the exclusivity against competition law and link it to performance.
Additional documents

When is this document not enough?

Sometimes a different or supplementary document is better suited to your collaboration. These documents align with distribution.

Situation Supplementary document Why
Situation Related document Explanation
You are passing on a complete business formula and brand Franchise Agreement For a fixed formula with the right of instruction, franchising is a better fit than distribution.
You collaborate on a market as equals Cooperation Agreement For a broader collaboration without purchase and resale, this is more suitable.
You share confidential product information in advance Confidentiality Agreement Protect your know-how before entering into discussions with a potential distributor.
Explanation of this document

Drafting a distribution agreement, why?

Not every entrepreneur knows exactly what distribution agreements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal solutions are important.

What is a distribution agreement?
A distribution agreement is the agreement whereby a supplier grants a distributor the right to purchase, resell, and distribute its products in a specific area or channel. The distributor purchases the products from the supplier in its own name and for its own account—bearing the inventory and accounts receivable risk—and resells them to sub-resellers, retailers, or end customers. The distribution agreement governs the areas of exclusivity, minimum purchase obligations, price structure, marketing obligations, service obligations for end customers, and termination provisions. Distribution agreements are concluded in the technology and electronics industry, the chemical and pharmaceutical sector, the food industry, the consumer goods sector, and virtually every other market where products are distributed via intermediaries. Our lawyers draft a distribution agreement for you that is compliant with antitrust laws, watertightly defines areas of exclusivity, establishes enforceable minimum purchase obligations, and correctly regulates termination in the event of underperformance.
What is the difference between an exclusive, selective, and open distribution agreement?
The choice of distribution type is of great importance for both antitrust compliance and commercial strategy. With exclusive distribution, the supplier appoints only one distributor per geographic area and commits not to appoint any other distributors in that area. This provides the distributor with certainty but restricts the supplier. With selective distribution , the supplier selects distributors based on qualitative criteria—expertise, service infrastructure, showroom—and these distributors may only sell to end users and other selected dealers. Selective distribution protects the brand image but requires objective and non-discriminatory selection criteria. With open distribution, anyone may distribute the products. The European Vertical Block Exemption Regulation (FGR 2022/720) provides a framework for what is permitted under each distribution model. Our lawyers advise you on the distribution type that suits your commercial objectives and is compliant with antitrust laws.
How do you manage minimum purchasing obligations and exclusivity areas?
The minimum purchase obligation is the consideration provided by the distributor for the exclusivity received: the distributor commits to purchasing a minimum quantity of products from the supplier per year. Without a minimum purchase obligation, an exclusive distributor can maintain their exclusivity without making any commercial effort, while the supplier cannot appoint alternative distributors. Your distribution agreement must concretely define the minimum purchase per year, per quarter, or per product line, describe the consequences of failing to meet the minimum purchase—loss of exclusivity, an additional purchase requirement, or the right of termination—and establish a procedure for revising the minimum targets in the event of changed market conditions. The area of ​​exclusivity must be precisely defined geographically and be consistent with the VGV rules for passive sales. Our lawyers draft an enforceable minimum purchase and exclusivity arrangement.
How do you regulate intellectual property and trademark use in the distribution agreement?
In principle, a distribution agreement does not grant the distributor any right to intellectual property rights — trademarks, copyrights, trade names, patents — but it does grant a right of use for the agreed distribution purpose. Your distribution agreement must regulate trademark use: the distributor may use the trademark for the distribution of the products but not for other purposes, not in combination with its own trademarks in a manner that causes confusion, and not after the termination of the agreement. Specific rules apply to the sale of branded products via online channels: the prohibition on online sales is, in principle, a hardcore restriction under the VAT Act, but qualitative requirements for the webshop environment are permitted. The distribution agreement must also stipulate the distributor's obligations in the event of trademark infringement by third parties: the agency must report infringements and cooperate in enforcement. Our lawyers draft a trademark use clause that protects your trademark.
How do you arrange the cancellation and termination of the distribution agreement?
The termination of a long-term distribution agreement is legally complex and commercially sensitive. A distributor who has invested in a market for years based on exclusivity has built up an economic dependency that leads to serious damage in the event of sudden termination. The distribution agreement must contain a reasonable notice period that reflects the duration of the relationship and the distributor's investments — typically six months to two years for long-term relationships. In the event of termination due to underperformance — failure to meet the minimum purchase volume — the right to terminate must be linked to a warning procedure and a remediation period. Upon termination, arrangements must also be made regarding the distributor's remaining stock: does he have a right of repurchase? And what are the consequences for the sub-resellers appointed by the distributor? Our lawyers draft a termination arrangement that protects your commercial relationship.
How does it work at MKBjuristen?
After a brief intake, our lawyers map out your distribution strategy, market position, product segment, and specific requirements. Based on this, we draft a distribution agreement that is compliant with antitrust laws, establishes enforceable exclusivity areas and minimum purchasing obligations, correctly regulates trademark use, and offers adequate protection under the termination clause. We also advise you on whether a distribution, dealer, or agency agreement best aligns with your distribution strategy.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Customization per distribution format

Not every distribution relationship runs the same way. Therefore, we do not draft generic distribution agreements, but tailor them to exclusivity, products, market, online sales, and international risks.

Exclusive distribution

Attention to territory, targets, minimum purchase, marketing, and termination.

Non-exclusive distribution

Attention to multiple distributors, customer groups, pricing, and brand usage.

Selective distribution

Attention to quality criteria, resellers, online sales, and competition.

International distribution

Focus on Incoterms, export, currency, customs, law, and forum.

Online distribution

Focus on marketplaces, advertisements, domains, and customer data.

Technical distribution

Attention to training, documentation, service, warranty, and support.


A distribution agreement must combine commercial growth and legal control. Therefore, we look at exclusivity, territory, minimum purchase volume, pricing, brand usage, online sales, inventory, and exit.

Common mistakes with distribution agreements

In distribution, things often go wrong because commercial agreements are made quickly but are insufficiently legally defined.

  • Grant exclusivity without minimum purchase or targets
  • Describe sales area, customer groups, and online sales too vaguely
  • Imposing fixed resale prices without a competition law review
  • Do not regulate trademark usage, domain names, and online advertisements
  • Stock, returns, and obsolete products at end of forgotten
  • Formulating non-competition and post-contractual restrictions too broadly
  • Do not include notice period, grounds for termination, and consequences of termination
  • Forgetting international aspects such as Incoterms, law, forum, and export

Draft your distribution agreement properly and avoid unnecessary problems in the future. Good agreements prevent disputes regarding exclusivity, sales territory, targets, prices, inventory, brand usage, and termination.

What is a distribution agreement?

An agreement whereby a distributor purchases products from a supplier and resells them in their own name and for their own account.

What is the difference between distribution and agency?

A distributor buys and sells himself. A commercial agent mediates or concludes on behalf of the principal.

Can exclusive distribution be agreed upon?

Yes, but exclusivity must be carefully defined in terms of territory, customers, products, targets, and competition law.

Should a minimum purchase be included?

With exclusivity, it is often wise to prevent a market from being blocked without sufficient sales.

Can MKB Juristen review an existing distribution agreement?

Yes. We check exclusivity, territory, targets, prices, brand usage, termination, and competition risks.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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