| 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:
- Parties — legal names, entity type, jurisdiction, registration numbers, signing authority
- Products — specs, regulatory classification, IP ownership, trademarks, certifications
- Territory — countries/regions, customer carve-outs, online/direct sales rules, sub-distributor rights
- Commercial terms — pricing model, currency, credit support, minimums/targets, forecast cadence
- Logistics — Incoterms (current ICC edition), named place/port, inspection timeline, insurance
- Compliance — export/import regimes, sanctions lists, anti-bribery laws, data protection triggers
- Disputes — governing law, forum/arbitration seat, language, interim relief preferences
Workflow
- Intake — capture assumptions and open variables; confirm with user
- Appointment — exclusivity, territory, channels, reserved customers, performance thresholds
- Transaction mechanics — orders, acceptance, pricing, payment/security, delivery, risk/title
- Compliance — export controls, sanctions, anti-corruption, product regulatory, data protection
- IP/brand — license scope, approvals, infringement handling, confidentiality, post-term cleanup
- Exit and disputes — term/renewal, termination, sell-off, governing law, CISG, arbitration
- 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 |
