Corporate & Business Law · European Union
Build a Distribution Agreement That Protects Your Market
Handing your products to a distributor is handing over part of your market. The wrong terms — on exclusivity, territory, pricing or termination — can lock you into a bad relationship or lose a market you worked to build. We match you, free of charge, with a lawyer who drafts distribution agreements across Europe.
- Exclusivity & territory terms
- Termination & compensation
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Who this is for
Manufacturers, brands and distributors formalising how products reach the market
A distribution agreement is the contract between a supplier or manufacturer and a distributor who buys and resells its products in a defined territory or market. It sets out exclusivity, minimum purchase targets, pricing and promotion, territory and channel restrictions, intellectual property use, and the terms on which either party can end the relationship. Distribution is governed by a mix of contract law and, in many European jurisdictions, mandatory rules that protect commercial agents and, in some cases, distributors on termination — rules that vary by country and can create significant liabilities if ignored. Whether you are a brand appointing distributors abroad, or a distributor formalising arrangements with a supplier, a clear, jurisdiction-aware agreement protects your investment in the market. We match you with a lawyer who drafts these agreements for your sector and your countries.
Why distribution relationships sour
The end of a distribution relationship is where
the real money is won or lost.
Territory, exclusivity and termination terms are often vague at the start — and it is exactly these that decide the outcome when the relationship changes.
Unclear exclusivity and territory
Is the distributor exclusive, and over which territory, products and channels? Vague or overlapping rights lead to conflict when the supplier sells directly, appoints another distributor, or the distributor expands beyond what was intended.
Termination without a strategy
Ending a distribution relationship can trigger mandatory compensation or indemnity obligations in some European jurisdictions — sometimes substantial. Suppliers who terminate without understanding these rules can face liabilities they never priced into the arrangement.
Underperforming or overreaching distributors
A distributor that fails to meet targets leaves a market untapped, while one that misuses your brand or price-undercuts can damage your wider position. Without performance standards and enforcement terms, you have little leverage to correct either.
What you get
An agreement that protects your market and your exit
We only match you with lawyers who draft and negotiate distribution agreements regularly in your sector and jurisdictions.
Clear territory and exclusivity
Precise definition of territory, products, channels and whether the arrangement is exclusive — so both sides know their rights and the supplier retains control over direct sales and parallel appointments.
Performance and brand standards
Minimum purchase targets, marketing obligations and clear brand-use rules that keep the distributor accountable and protect your intellectual property, pricing position and reputation across the market.
Termination and compensation planning
Advice on the mandatory termination and compensation rules that apply in your jurisdictions, so exit terms are drafted correctly and potential liabilities are understood and priced from the start.
Dispute and change mechanisms
Clear terms for price changes, product changes and resolving disagreements, so the relationship can adapt as the market evolves and conditions shift without collapsing into costly litigation.
Coverage
Distribution agreement lawyers across Europe
Distribution is governed by national contract law and, in several European countries, mandatory rules protecting distributors and agents on termination, so the right lawyer is one who practises in your specific markets. We match cases across the following countries and beyond:
Frequently asked
Distribution agreements — common questions
What is a distribution agreement?
It is a contract between a supplier or manufacturer and a distributor who buys and resells its products in a defined territory or market. It sets out exclusivity, territory, pricing, minimum purchases, marketing obligations, intellectual property use and the terms on which the relationship can end.
What is the difference between a distributor and a commercial agent?
A distributor buys products and resells them for its own account, taking on the commercial risk and earning the margin. A commercial agent negotiates or concludes sales on the supplier’s behalf for a commission and does not buy the goods. The legal rules, especially on termination, differ significantly between the two.
Do I have to pay compensation to end a distribution agreement?
It depends on the jurisdiction. In several European countries, mandatory rules require compensation or an indemnity when certain distribution or agency relationships are terminated, while in others no such automatic right exists. A lawyer familiar with the relevant country’s law should confirm what applies to your situation.
Should the agreement be exclusive?
Exclusivity can motivate a distributor to invest in your market but also limits your flexibility to appoint others or sell directly. The right choice depends on your product, market maturity and the distributor’s commitment, and is often tied to performance targets that justify the exclusivity.
How can I protect my brand and intellectual property?
The agreement should define how the distributor may use your trademarks and marketing materials, require compliance with brand standards, and confirm that all intellectual property remains yours. It should also address what happens to the distributor’s use of your brand when the agreement ends.
How are distribution disputes typically resolved?
Most agreements include escalation steps — negotiation, then mediation or arbitration — before court proceedings, and specify a governing law and forum. Given the cross-border nature of distribution, choosing an enforceable dispute mechanism at the outset is especially important.
Free case review
Protect your market from the terms you sign
Tell us about your products and target markets and we’ll connect you with a distribution agreement lawyer in the relevant countries — free of charge, with no obligation to hire.