The framework and the schedules
A master distribution agreement usually holds the terms that stay constant, such as the appointment, ordering procedures, payment, warranties, trademark use, and dispute resolution, while schedules or addenda handle products, territories, pricing, and targets that change over time. The order of precedence among the master terms, the schedules, and individual purchase orders should be clear, because conflicts between them are a common source of disputes. Adding a new territory or product should follow a defined process rather than an exchange of emails. Buyers and sellers often trade forms with conflicting fine print, and the master agreement should say whether it controls over those forms.
Exclusivity, performance, and regulation
Whether the distributor is exclusive in a territory, and what it must achieve to keep that status, shapes the rest of the relationship. Minimum purchase or sales targets, marketing commitments, and reporting duties should be measurable. The agreement should address how the distributor may use the manufacturer's trademarks and whether it may carry competing products. Some distribution arrangements can fall within state franchise laws, which carry registration and disclosure duties, depending on the fees paid and the degree of control involved, and certain industries have their own dealer protection statutes. International distribution adds export control questions, local laws protecting agents and distributors, and currency issues.
Ending the relationship
Termination provisions often matter most: notice, the right to terminate for convenience or for cause, what happens to inventory, open orders, and customer relationships, and the transition to a new distributor. Some jurisdictions restrict terminating distributors or require compensation, so the governing law and forum should be chosen with care. When we start, we look at the products, the territories, and the commercial goals on each side, and we sort out which terms should be fixed in the master agreement and which can stay flexible in the schedules. If you are in a dispute, bring the agreement, all schedules and amendments, sales data, and any termination correspondence.
