Agency, Dealership & Distribution Contracts

Overview

Agency and distribution arrangements define the commercial channels through which products and services reach the market — and the legal framework governing these arrangements determines who bears liability, who owns the customer relationship, and how the arrangement unwinds when the parties' interests diverge. Indian law does not provide a dedicated statute for commercial agents or distributors, which means that the contract itself carries the entire legal weight of the relationship. Corpus Juris Legal drafts and negotiates commercial agency agreements, exclusive distribution agreements, dealership agreements, franchising arrangements, and authorised reseller agreements for manufacturers, brand owners, importers, and their channel partners. Our drafting addresses territory definition and exclusivity, performance obligations and minimum purchase commitments, pricing and margin structure, brand usage rights and guidelines compliance, post-termination obligations and non-solicitation, stock and returns management, and dispute resolution. For international principals appointing Indian distributors or agents, our agreements also address FEMA compliance, GST implications on commission and margin structures, and import-related obligations under the Foreign Trade Policy. Competition law considerations — particularly restrictions on pricing and territory under the Competition Act 2002 — are integrated into our drafting as a matter of course.

Key Service Components

• ◆Exclusive distribution agreement drafting and negotiation
• ◆Commercial agency agreement for domestic and international principals
• ◆Dealership and authorised reseller agreement drafting
• ◆Territory and exclusivity definition and carve-out provisions
• ◆Minimum performance commitment and purchase obligation structuring
• ◆Brand licence and brand guidelines compliance provisions
• ◆Post-termination non-compete and non-solicitation drafting
• ◆Stock return, warranty and product liability allocation
• ◆Competition Act 2002 compliance review of distribution arrangements
• ◆International agency/distribution with FEMA and GST advisory

Our Approach

We draft agency and distribution agreements from both principal and channel partner perspectives, which means we anticipate the arguments the other side will make when the relationship ends. The termination, step-down, and post-termination provisions in our agreements are drafted with the same attention as the core commercial terms.

Other Contracts & Commercial Agreements Services