international-distribution-agreement

name	international-distribution-agreement
title	International Distribution Agreement
description	Drafts an international distribution agreement covering appointment, territory, exclusivity, Incoterms, export controls, sanctions, anti-corruption, IP licensing, and dispute resolution. Use when drafting or revising a cross-border distribution agreement, exclusive distributor appointment, or global channel contract. Triggers: international distribution, exclusive distributor, Incoterms, export controls, sanctions, anti-corruption, CISG opt-out.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/international-distribution-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	general
practice	commercial
language	en
tags	["agreement","drafting","regulatory","transactional"]

International Distribution Agreement

Cross-border distribution agreement allocating commercial risk, regulatory responsibility, and IP protection between supplier and distributor.

Prerequisites

Collect before drafting:

1. Parties — legal names, entity type, jurisdiction, registration numbers, signing authority
2. Products — specs, regulatory classification, IP ownership, trademarks, certifications
3. Territory — countries/regions, customer carve-outs, online/direct sales rules, sub-distributor rights
4. Commercial terms — pricing model, currency, credit support, minimums/targets, forecast cadence
5. Logistics — Incoterms (current ICC edition), named place/port, inspection timeline, insurance
6. Compliance — export/import regimes, sanctions lists, anti-bribery laws, data protection triggers
7. Disputes — governing law, forum/arbitration seat, language, interim relief preferences

Workflow

1. Intake — capture assumptions and open variables; confirm with user
2. Appointment — exclusivity, territory, channels, reserved customers, performance thresholds
3. Transaction mechanics — orders, acceptance, pricing, payment/security, delivery, risk/title
4. Compliance — export controls, sanctions, anti-corruption, product regulatory, data protection
5. IP/brand — license scope, approvals, infringement handling, confidentiality, post-term cleanup
6. Exit and disputes — term/renewal, termination, sell-off, governing law, CISG, arbitration
7. Boilerplate — independent contractor, assignment/change of control, force majeure, notices

Clause Map

Clause	Must Cover	Options
Appointment & Territory	Exclusivity, carve-outs, KPI targets	Non-exclusive; exclusive with performance cure
Orders	PO requirements, acceptance window	Modify/cancel rules, fees
Pricing	Adjustments, notice, price protection	FX pass-through, raw material triggers
Payment	Method, due date, late interest	LC/standby LC, advance payment