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Questions to Resolve Before Signing a Distribution Agreement

Published · Updated · 2 min read

An agreement review should end with clear questions and documented answers, not an assumption that standard wording protects every business. Use this checklist to prepare a discussion with the proposed partner and your adviser.

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Put the parties and scope on one page

Record the legal entities, products and activities covered. Ask whether a named area describes an operating responsibility, a restriction or a proposed right. Identify overlaps with other channels. Do not interpret a map or sales conversation as an appointment or territorial right.

Four agreement review areas link a specific question to evidence: parties and scope to the proposed document; order responsibilities to order and payment terms; exceptions to evidence and decision responsibility; changes and exit to clauses and open commitments. Record unresolved points for clarification rather than assuming contract provisions.
Keep each question beside its document reference and the clarification still needed.

Four agreement review areas link a specific question to evidence: parties and scope to the proposed document; order responsibilities to order and payment terms; exceptions to evidence and decision responsibility; changes and exit to clauses and open commitments. Record unresolved points for clarification rather than assuming contract provisions.

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Four agreement review areas link a specific question to evidence: parties and scope to the proposed document; order responsibilities to order and payment terms; exceptions to evidence and decision responsibility; changes and exit to clauses and open commitments. Record unresolved points for clarification rather than assuming contract provisions.

Keep each question beside its document reference and the clarification still needed.

Four agreement review areas link a specific question to evidence: parties and scope to the proposed document; order responsibilities to order and payment terms; exceptions to evidence and decision responsibility; changes and exit to clauses and open commitments. Record unresolved points for clarification rather than assuming contract provisions.

Trace a proposed order

Ask who confirms availability, who accepts the order, when payment is due, who dispatches and who invoices. An application is not an appointment.

Build an exceptions list

For shortages, damage, expiry, recall and disputed quantities, ask who receives the evidence and who can decide the outcome. Record unanswered questions rather than assuming a return or credit allowance. Ask who is authorized to decide other exceptions.

Review changes and exit arrangements

Ask how amendments, performance reviews and termination are handled in the proposed document. Consider the practical effect on open orders, records and remaining stock. Take legal interpretation to your adviser; this checklist does not prescribe a notice period or decide enforceability.

What should I take to the review?

The proposed document, your questions, relevant correspondence and a list of commitments you have been asked to make.

Does a verbal assurance settle an unclear clause?

Ask for clarification in the document and obtain advice where its meaning matters. This guide does not determine the legal effect of a conversation.

For a closer review of a proposed document, see appointment-letter review questions.

Prepare a distributor application if you want to discuss supplying trade accounts.